REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. 10.1 The Borrowers hereby jointly and severally represent and warrant to the Lender that:
(a) each of the Security Parties is and will remain duly incorporated and validly existing under its country of incorporation as a limited liability company and/or corporation, has full power and capacity to carry on its business as it is now being conducted and to own its property and other assets and has complied with all statutory and other requirements relative to its business;
(b) to the extent of its obligations thereunder, each Security Party has and will continue to have full power and authority to enter into and perform the Finance Documents and the Underlying Documents to which it is a party, has taken all necessary corporate or other action (as the case may be) required to enable it to do so and will duly perform and observe the terms thereof;
(c) this Loan Agreement, each other Finance Document and each Underlying Document constitutes or will, upon execution and delivery, constitute valid and legally binding obligations of the parties thereto enforceable by the parties thereto in accordance with its terms save for laws restricting creditors’ rights generally (except this representation is not given in respect of the obligations of the Lender hereunder or under any of the Finance Documents);
(d) all consents, licences, approvals, registrations or authorizations of governmental authorities and agencies or declarations to creditors required:
(i) to make this Loan Agreement, each of the other Finance Documents and each of the Underlying Documents valid, enforceable and admissible in evidence; and
(ii) to authorize or otherwise permit the execution and delivery of this Loan Agreement, each of the other Finance Documents and each of the Underlying Documents and the performance by the parties thereto (except the Lender) of each of them have been obtained or made and are and will be in full force and effect and there has been no default in the observance of any of the terms or conditions of any of them;
(e) except as previously disclosed in writing to the Lender, no Security Party or any other member of the Group is in default under any agreement to which it is a party or by which it may be bound (actually or contingently) which default would be likely to have a material adverse effect on its business, assets or condition or its ability to perform its obligations under this Loan Agreement and such of the Finance Documents and the Underlying Documents to which it i...
REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. 6.1. The Company represents and warrants to Edelweiss 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 Edelweiss 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 Edelweiss 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 Edelweiss 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 Edelweiss in respect of a breach of the Warranties shall not be affected by Closing or by any investigation made by or on behalf of Edelweiss 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 Edelweiss has knowledge (actual or constructive) or reason to believe or suspect, and no investigation by or on behalf of Edelweiss shall prejudice any claim made by Edelweiss under such Warranties or operate to reduce any amount recoverable by Edelweiss or any liability of the Company and the Subsidiaries.
6.6. Edelweiss 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;
(B) this Agreement constitute legal, valid and binding obligations of the Company enforceable in accordance with its terms; and
(C) the proceeds received from the sale of the Subscription Shares shall be used for the phase one expansion plan of Semiconductor Manufacturing International (Beijing) Corporation
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. 11.1 The Customer hereby represents, warrants and undertakes to Renaissance that, both on the date hereof and on each date on which a Trade is entered into under the term of this Agreement, the Customer:
(a) has full capacity and authority to enter into this Agreement;
(b) acts as principal;
(c) is compliant with the terms of its licence(s) and any laws applicable to the Customer and the professional activities which the Customer carries out in the country of its incorporation and/or any other jurisdiction;
(d) will undertake and perform any and all legal and other actions stipulated herein;
(e) acts in accordance with the Applicable Laws and Rules related to the activities specified herein;
(f) will use reasonable and best endeavours to comply with all reasonable requests by Renaissance, in order for Renaissance to comply with its Due Diligence obligations under the Applicable Laws and Rules of the jurisdictions the Parties are incorporated in;
(g) is based in the UK. Where the Customer is not based in the UK, for example if the Customer is in the European Economic Area, the Customer represents to Renaissance on a continuing basis that the Customer has approached Renaissance at its own sole and exclusive initiative. If such representation is incorrect, the Customer shall inform Renaissance immediately. If the Customer has not approached Renaissance at its own exclusive initiative, Renaissance may be unable to enter into dealing with the Customer under this Agreement, as determined by Renaissance in its sole discretion;
(h) meets the financial threshold criteria set forth in the FCA Rules and it can be classified either as a Professional Client or an Eligible Counterparty. The Customer understands and accepts that classification as either a Professional Client or an Eligible Counterparty affords it limited protection under the FCA Rules and hereby warrants to Renaissance that its Directors and Officers possess necessary skills and knowledge to deal in the financial markets and to enter into transactions which relate to securities in emerging markets, transactions of complex nature, or where the settlement and clearing processes may differ to those applied in the UK. The Customer further warrants to Renaissance that it has been properly notified by Renaissance of the limited protection available under either the Professional Client or the Eligible Counterparty classification; and
(i) understands the nature of the risks described in the Risk Disclosure and t...
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”).
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. 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. 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. 8.1 The Borrower represents and warrants to the Lender that:-
8.1.1 it has the power to enter into and perform the 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 Transaction Documents to which it is a party and such transactions as contemplated therein and will duly perform and observe the terms thereof; and
8.1.2 the 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 7.1.7; and
8.1.3 the proceeds of the New Loan will not be used to acquire any shares in the New Corporate Guarantor or its holding company.
