REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. 6.1. The Company represents and warrants to Creador I that each of the statements in Part A of Schedule IV, are and shall be, subject to the Disclosure Letter and the Updated Disclosure Letter, true and correct as on the Execution Date and shall remain true and correct as on Closing Date. QMT represents and warrants to Creador I that each of the statements in Part B of Schedule IV are and shall be true and correct as on the Execution Date and shall remain true and correct as on Closing Date. The Company and QMT acknowledge that Creador I is entering into the Agreement and the Shareholders’ Agreement relying upon such Warranties as qualified by the Disclosure Letter and Updated Disclosure Letter, if provided by the Company and QMT.
6.2. Each of the representations and warranties provided by the Company and QMT, as the case may be, under Schedule IV shall be construed as a separate representation, warranty, covenant or undertaking, as the case may be, and shall not be limited by the terms of any other representation or warranty or by any other term of this Agreement.
6.3. The Company shall and the QMT shall cause the Company to promptly inform Creador I if any event occurs or is likely to occur that has or is likely to have a Material Adverse Effect, or if any of the Warranties become inaccurate or incomplete, or are likely to become inaccurate or incomplete at any time prior to Closing.
6.4. The rights and remedies of Creador I in respect of a breach of the Warranties shall not be affected by Closing or by any investigation made by or on behalf of Creador I into the affairs of the Company and the Subsidiaries, by any failure to exercise or delay in exercising a right or remedy, or by any other event, except a specific and duly authorised and express waiver or release stated in writing.
6.5. Except for the information disclosed in the Disclosure Letter and/or any Updated Disclosure Letter, no information relating to the Company and the Subsidiaries, of which Creador I has knowledge (actual or constructive) or reason to believe or suspect, and no investigation by or on behalf of Creador I shall prejudice any claim made by Creador I under such Warranties or operate to reduce any amount recoverable by Creador I or any liability of the Company and the Subsidiaries.
6.6. Creador I agrees that each of the Warranties are qualified by the facts, matters, circumstances and liabilities contained in the Disclosure Letter and/or the Updated Disclosure Letter to the exte...
REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. 6.1 The Company hereby represents and warrants to the Subscriber that:
(A) subject to the condition set out at clause 3.1(B) above being satisfied, it has full power, authority and capacity to allot and issue the Subscription Shares pursuant to this Agreement under the memorandum of association and articles of association of the Company and the directors of the Company have full power and authority to effect such allotment, all other authorisations, approvals, consents and licences required in order to issue the Subscription Shares and enter into this Agreement by the Company have been obtained and remain in full force and effect; and
(B) this Agreement constitute legal, valid and binding obligations of the Company enforceable in accordance with its terms.
6.2 The Subscriber hereby:
(A) represents and warrants to the Company that, subject to the condition set out at clause 3.1 (C) above being satisfied, it has full power, authority and capacity under its constitutional documents and applicable law, and all authorisations, approvals, consents and licenses required by it (if any) have been unconditionally obtained and are in full force and effect, to permit it to enter into and perform its obligations under this Agreement; and
(B) undertakes to accept the Subscription Shares subject to the memorandum of association and articles of association of the Company.
REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. Party A represents and warrants that the Formal Approvals, when obtained or granted, are legal, valid, binding and enforceable and capable of allowing the Joint Venture to conduct the intended business. Party B represents and warrants that starting from the date that Party A on behalf of the Joint Venture applies for the relevant Consents, Party B shall pay the Pre-Operating Expenses to Party A in accordance with Clause 4.2 of this Agreement so that the Joint Venture can be established smoothly. Party A undertakes to Party B that it shall take all necessary steps to maintain the effectiveness of the Formal Approvals. Party A must also deal with and prohibit all illegal exploration and mining activities within the exploration region of the Joint Venture (as shown in the red line diagram annexed hereto). Party B undertakes to Party A that if the Joint Venture cannot be established due to the fault of Party B, the Pre-Operating Expenses paid by Party B to Party A shall not be refundable. If Party A does not agree (or accept) the terms of the retransfer proposed by Party B at the Second Investment Stage, the Third Investment Stage or the Fourth Investment Stage, Party B shall make investment in such amount and within such period to the Joint Venture in accordance with this Agreement. MANAGEMENT OF JOINT VENTURE
REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. 4.1 The Parent Company hereby represents and warrants that:
(a) The obligations expressed to be assumed by it in this Undertaking are legal, valid, binding and enforceable obligations of the Parent Company.
(b) It has the power to enter into, perform and deliver, and has taken all necessary corporate and other action to authorize its entry into, performance and delivery of, this Undertaking and the transactions contemplated by it, including without limitation, the consent of the Board of the Parent Company that is attached hereto as Exhibit A.
(c) The entry into and performance by it of, and the transactions contemplated by, this Undertaking does not and will not conflict with:
(i) any law or regulation applicable to it or binding on its property or assets;
(ii) its constitutional documents; and/ or
(iii) any agreement or instrument binding on it or any of its property or assets.
(d) It has obtained as of the date hereof, all authorizations, consents, permits and licenses required:
(i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Undertaking;
(ii) to make this Undertaking enforceable against Parent Company; and
(iii) to enable it to carry on its business, trade and ordinary activities, have been obtained or effected and are in full force and effect.
(e) There are and shall be no legal, administrative or other actions, claims or other proceedings current, pending or, threatened against it which if decided adversely would adversely affect the financial condition, business, operations or prospects of the Parent Company or would adversely affect the Parent Company’s ability to perform its obligations under this Undertaking or which question the legality, validity or binding effect of any provision of this Undertaking.
(g) It will immediately inform Lender of (i) the imposition of, or change in any law, decree or regulation affecting its obligations under this Undertaking; (ii) any amendment to its constituent documents; (iii) any material change in its business activities; (iv) of the occurrence of any other matter which affects the corporate or business activities or existence of the Parent Company; and (v) the occurrence of any other matter which affects the corporate or business existence of the Parent Company.
REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. 2.1 Each Party hereby represents, warrants and undertakes to the other as follows, and acknowledges that such other Party is entering into this Agreement on the basis of, and in reliance on, such representations, warranties and undertakings:
(a) it has the power and authority to enter into and perform its obligations pursuant to this Agreement;
(c) neither this Agreement nor its performance hereunder requires any licence, consent or other approval which has not already been obtained; and
REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. The CBC Account Bank represents and warrants to the CBC and the Security Trustee at the date hereof as follows:
REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. Momentum hereby represents, warrants and undertakes to UMYK that:-
(i) it has the right and authority to use the Swiftrade Website for the provision of the Services to UMYK and such website will be fit for its purpose;
(ii) all Services, computer equipment used by or for the benefit of Momentum in relation to the Services are Year 2000 Compliant;
REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. 5.1 The Borrower represents and warrants to the Lender that:
5.1.1 it has the power to enter into and perform the New Transaction Documents to which it is a party and the transactions contemplated hereby and thereby and has taken all necessary action to authorise the entry into and performance of the New Transaction Documents to which it is a party and such transactions as contemplated therein and will duly perform and observe the terms thereof; and
5.1.2 the New Transaction Documents to which it is a party constitute legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms save to the extent qualified in legal opinions delivered or to be delivered (as the case may be) to the Lender pursuant to Clause 4.
5.2 The Borrower shall (and shall procure that each of the New Corporate Guarantor and DHT shall) notify the Lender at any time if the Borrower, the New Corporate Guarantor or DHT provides to other lenders, financial institutions or banks to the Group more favourable covenants (being financial or otherwise) or additional security in connection with obtaining consent to the change of shareholding referred to in Recital (C), and if the Lender considers that such terms are more favourable than those contained in the Security Documents (including the New Transaction Documents), the Borrower shall promptly (and shall procure that each of the New Corporate Guarantor and DHT shall promptly) provide to the Lender such improved additional security or amended covenants (being financial or otherwise) on equivalent terms as required by the Lender.
REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. 12.1 Each party represents, warrants and undertakes to the other that:
12.1.1 it has full capacity and authority to enter into and to perform this Agreement;
12.1.2 this Agreement is executed by a duly authorised representative of that party;
12.1.3 there are no actions, suits or proceedings or regulatory investigations pending or, to that party’s knowledge, threatened against of affecting that party before any court or administrative body that might affect the ability of that party to meet and carry out its obligations under this Agreement;
12.1.4 it conducts its business in a manner that is consistent with the Mandatory Policies; and
12.1.5 once duly executed this Agreement will constitute its legal, valid and binding obligations.
REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. 14.1 The Client warrants, represents and undertakes to SINO that all the information provided is true, complete and correct. SINO is entitled to rely fully on such information and representations for all purposes, unless SINO receives notice in writing of any change. SINO is authorized at any time to contact anyone for the purpose of verifying the information provided on the Client Profile.
14.2 The Client has full power and authority to enter into and perform the Client’s obligations under the Agreement. The Client enters into the Agreement as principal and is not trading on behalf of any other person except it is notified to and expressly approved by SINO in writing.
14.3 The Client shall not charge, pledge or allow to subsist any charge or pledge over the Client’s securities or monies in the Client’s account without the prior written consent of SINO.
14.4 The Client shall give written notice to SINO if the Client is or becomes a U.S. or Canadian resident or acquire or hold Securities beneficially owned by or for a U.S. person or Canadian resident or in violation of any applicable law.
14.5 If, in relation to any particular transaction in the Client’s account, the Client is not the beneficial owner for originating the instruction, the Client undertakes and agrees to provide information on the identity and other details to SINO before giving the instruction to SINO. The Client also undertakes and agrees to provide such information direct to the relevant exchanges, government agencies or regulators within two days of Sino’s written request at any time.
14.6 When the Client is acting as an investment manager of any collective transactions in which the Client’s investment discretion is overridden, the Client agrees that the Client shall give written notice to SINO of such fact and provide information on the identity and other detail information.
14.7 The Client is lawfully authorized to trade in any foreign securities, including shares listed in Mainland China. The Client undertakes and agrees to comply with Guideline on Prevention of Money Laundering and Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance (“AMLO”).
