Representations and Warranties by Party A. Party A hereby represents and warrants to Party B that:
7.1 It is a limited liability company duly registered and lawfully existing under PRC Laws with independent legal personality, has full and independent legal status and capacity to execute, deliver and perform this Agreement and may xxx or be sued as an independent party.
7.2 It has full internal corporate power and authority to execute and deliver this Agreement and all other documents to be executed by it in connection with the transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder. This Agreement will be lawfully and duly executed and delivered by it, and will constitute its legal and binding obligations enforceable against it in accordance with its terms.
7.3 It shall timely inform Party B of any circumstance which has or is likely to have a material adverse effect on Party A Business or operation thereof and shall use its best efforts to prevent the occurrence of such circumstance and/or the expansion of losses.
7.4 Without written consent of Party B, Party A will not dispose of its material assets or change its current shareholding structure in whatsoever manner.
Representations and Warranties by Party A. 13.1 Party A clearly understands the business scope and authorization limit of Party B.
13.2 Party A has read this Contract and the Master Agreement. Party B, upon Party A’s request, has explained the terms under this Contract and the Master Agreement. Party A fully understands their meanings and corresponding legal consequences of this Contract and the Master Agreement.
13.3 Party A is qualified to act as a mortgagor, and the security hereunder is in accordance with laws, regulations, rules, Party A’s articles of association or other internal constitutional documents and has been approved by its internal authority and/or competent state authorities. Party A shall be liable for any and all consequences resulting from its incapability or lack of qualifications or authority to execute this Contract, including without limitation full compensations for any and all losses of Party B.
13.4 Party A acknowledges that it fully understands the Debtor’s situation including without limitation assets, debts, operation, creditworthiness and reputation, and its qualification and authority for execution of the Master Agreement, as well as all provisions thereunder.
13.5 Party A owns or has the right to dispose of the Mortgaged Properties in accordance with the applicable laws. The Mortgaged Properties are neither public facilities nor properties prohibited from being sold or transferred. No ownership or title disputes are subsisting with respect to the Mortgaged Properties.
13.6 The Mortgaged Properties are not co-owned by Party A with others, or if there are other co-owner(s), such co-owner(s) have given their written consent to the grant and creation of this Mortgage.
13.7 Other than those notified to Party B in writing, the Mortgaged Properties are free of any flaw or encumbrance, including without limitation, (i) the transfer of the Mortgaged Properties is restricted; or (ii) the Mortgaged Properties have been seized, impounded or subjected to custody of authorities, lease or lien; or (iii) there exist unpaid debts in relation to the Mortgaged Properties, including purchasing price, maintenance expenses, construction costs, tax, government levies for the granting of state-owned land use rights or compensation payments etc., which are due and unpaid; or (iv) the Mortgaged Properties have been used as security for the benefit of a third party.
13.8 All the data and information pertaining to the Mortgaged Properties provided by Party A to Party B are authentic, legitimat...
Representations and Warranties by Party A. Party A hereby represents and warrants to Party B as follows:
7.1 It is a company with limited liability duly incorporated and legally existing under the Laws of the PRC with an independent legal person status, has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a party to lawsuit.
7.2 It has full corporate power and authority to execute and deliver this Agreement and all the other documents to be signed by it in relation to the transaction referred to herein, and has the full power and authority to complete the transaction referred to herein. This Agreement shall be executed and delivered by it legally and properly. This Agreement constitutes the legal and binding obligations on it and is enforceable against it in accordance with its terms.
7.3 It has the complete business licenses necessary for its operation as of the effective date hereof and adequate rights and qualifications to operate Party A’s Business being conducted by it in China.
7.4 It shall, within fifteen (15) business days after the close of each quarter, provide Party B with the financial statements of the quarter to which they relate and a budget for next quarter, and shall, within thirty (30) business days after the close of each year, provide Party B with the financial statement of the year to which they relate and a budget for next year.
7.5 It shall notify Party B promptly of any circumstance that has or may have a material adverse effect on Party A’s Business and its operation, and shall use its best effort to prevent the occurrence of such circumstance and/or increase of losses.
7.6 Without the written consent of Party B, Party A shall not in any way dispose of any asset that is of significance to Party A, nor change the existing shareholding structure of Party A.
7.7 Once Party B makes a written request, Party A shall use all its trade receivables and/or all other assets that are legally owned and may be disposed of by it at that time in the manner permitted by the Laws then in effect as the guarantee for the performance of its payment obligation under Article 3 hereof.
7.8 It shall indemnify and hold Party B harmless against all losses suffered or likely to be suffered by it due to the provision of the Service by Party B, including without limitation, any loss resulting from any litigation, demand, arbitration or claim by any third party against it or from administrative investigation or penalty by go...
Representations and Warranties by Party A. 1.1 Party A is the complete, valid and legal owner or government-authorized manager of the Mortgage hereunder; this Mortgage is free of any dispute over the ownership or management right.
1.2 If the obligations under the Main Contracts are loans, Party A fully understands the intended uses of loans borrowed by the Borrower under the Main Contracts; if the obligations under the Main Contracts are the obligations under the Bank Acceptance Agreement, Party A fully understands the intended use of the bank acceptance xxxx of the Applicant under the Main Contracts; if the obligations of the Main Contracts are the obligations under the Opening Guarantee Agreement, Party A fully understands the use of the letter of guarantee of the Applicant under the Main Contracts; if the obligations under the Main Contracts are trade finance, Party A fully understands the actual use of the trade finance of the Debtor under the Main Contracts. Party A acknowledges that the basic transactions on which the bank acceptance xxxx, the letter of guarantee and financing are based are true and free of fraud. Party A provides the Debtor under the Main Contracts with mortgage guarantee fully at his own will and all of his declarations of intention hereunder are true.
1.3 Party A has given full and reasonable explanations of the defects of the Mortgage hereunder.
1.4 The Mortgage hereunder can be legally mortgaged.
1.5 The Mortgage hereunder is free of any limitation.
1.6 The Mortgage hereunder is not lawfully seized, detained or controlled.
1.7 If the Mortgage hereunder is already leased out in part or in whole, Party A promises to inform the lessee of this Mortgage and will in writing notify Party B of the lease.
1.8 When the Debtor fails to perform his obligations as agreed in the Main Contracts, Party B shall have the right to directly request Party A to bear the guarantee obligations within the scope of guarantee and Party A waives the right of defense, no matter whether or not Party B owns any other guarantees for the creditor’s rights under the Main Contracts (including but not limited to such guarantee means as warranty, mortgage, pledge, letter of guarantee, standby letter of credit, etc).
1.9 Party A clearly understands the scope of business of Party B.
1.10 If the obligations under the Main Contracts are denominated in any foreign currency while the Mortgage is disposed or the insurance compensation is made in RMB, Party A hereby authorizes Party B to pay off obligations by conv...
Representations and Warranties by Party A. I. Party A has clearly known and understood the scope of business, and authorized powers, of Party B.
II. Party A has already read this Contract and all terms of principal contracts. Meanwhile, Party B has made interpretation for certain terms of this Contract and principal contracts at the request of Party A. And Party A has fully known and understood the meanings of, and legal consequences that may arise from, the terms of this Contract and principal contracts.
III. Party A is eligible to act as a guarantor, and its guarantees hereunder conform to laws, administrative regulations, rules, and its articles of association or internal organization documents. Meanwhile, its guarantees hereunder have been approved by its internal authoritative organizations and/or authoritative authorities of the State. Party A shall be liable for all liabilities arising out of unauthorized execution of this Contract by it, including but not limited to full indemnifications for the losses caused to Party B.
IV. Party A confirms that it has fully known and understood the assets, obligations, operation, credit and reputation of the debtor, and eligibility and authorities of the debtor to sign the principal contracts, and all contents contained in the principal contracts. This Maximum Guarantee Contract is numbered as “2009 Xxxx Xxxx Shi Xxx Xxx Zi, No. 50”.
Representations and Warranties by Party A. 4.1.1 Party A is a non-banking financial institution legally established with the status of independent legal entity to provide professional corporate financial services. It currently holds a valid Business License for Enterprise Legal Person and Financial Business Operation Permit.
4.1.2 Party A has obtained all government approvals and internal authorizations for entering into this agreement and performance of the obligations hereunder. This agreement shall be binding on Party A upon execution.
4.1.3 Party A shall ensure the safe operation of its fund management network to safeguard the funds.
4.1.4 Party A shall ensure strict compliance with the risk monitoring indicators for financial institutions issued by CBRC, and the requirements of CBRC and other relevant PRC laws, regulations and regulatory documents regarding its major regulatory indicators such as gearing ratio and liquidity ratio.
4.1.5 Regarding the deposit of Party B in Party A, Party A can only use it for loans, discounting and fund settlement services etc for Party B and its subsidiaries, Party A shall not make investment with the deposit of Party B save for government bond purchase.
4.1.6 Copies of regulatory reports of Party A submitted to CBRC and other relevant regulatory authorities shall be provided to Party B as well.
4.1.7 The monthly financial statements of Party A shall be provided to Party B within the first 10 working days of the following month.
4.1.8 Party B shall have the right to review and obtain the relevant documents such as account books, financial statements and audit reports of Party A pursuant to the Company Law and the Articles of Association.
4.1.9 Party B shall be notified immediately by Party A the circumstances that may cause harm to the security of the deposits of Party B or any other circumstances that may jeopardize the security of the deposits of Party B. Party B shall have the right to withdraw all deposits.
Representations and Warranties by Party A. (1) Party A guarantees it has full, effective ownership and power of disposal over the assets to be transferred, and it will not cause damage to any third party’s rights and interests or raise any dispute;
(2) Up to the execution date of the Agreement, Party A has never used the assets to be transferred for the purposes of transferring, pledging, paying a debt, holding as a collateral, or disposed in any other manner. Nor there is any debt or debt related dispute involved with the assets to be transferred. In addition, Party A has never used its rights and interests in Lianyungang Project as a pledge to any third party;
(3) The assets to be transferred are in good condition and function as normal;
(4) Party A guarantees that it has disclosed Lianyungang Project to Party B in an authentic, accurate and complete way and it has disclosed to Party B all related facts, matters or conditions in connection with performance of the original cooperation contract;
(5) In order not to cause any damage to Party B’s rights and interests, Party A will not change terms of the original cooperation contract in any manner;
(6) Party A does not owe any related personnel in the Accelerator Treatment Research Center any salary, bonus and marketing fees. If there is such a balance due, it shall be deducted from the project transfer payment.
(7) Without Party B’s prior written consent, Party A, at Lianyungang Sheng’an Hospital, shall not work with any third party for any project that competes with Lianyungang Project;
(8) Party A shall not initiatively deploy any key personnel in Lianyungang Project.
(9) Party A will perform its obligations under the Agreement in accordance with the principle of honesty and good faith.
Representations and Warranties by Party A. O the date of execution of this Agreement, and on the date of transfer, Party A hereby makes the following representations and warranties to Party B:
(1) Party A is a company legally registered and validly existing under the laws of China;
(2) Party A executes and performs this Agreement in its corporate capacity and within its business scope, has taken necessary corporate action for appropriate authorization and obtain the consent and approval of the third party and government department, without any violation of the laws and contract restrictions having a binding on or affecting Party A;
(3) Once executed, this Agreement constitutes Party A’s legal, valid and binding obligation, as enforced by Party A.
Representations and Warranties by Party A. Party A hereby represents and warrants to the other Parties, as of the Effective Date, the following:
(1) Organization and Standing Party A is a company with limited liability duly organized, validly existing and in good standing under the laws of China.
Representations and Warranties by Party A. 4.3.1. Party A warrants to assume the joint payment obligation as specified by the Agreement for the factoring financing payables to the factoring bank.
4.3.2. Party A warrants that Party A or the target company shall undertake the payment obligations as per the amount and within the time schedule specified by the Agreement.
4.3.3. Party A warrants that the source of funds for the payment specified in Article 3.4 of the Agreement is legitimate.
4.3.4. Party A warrants that it has completed all necessary reviews and approvals for the 100% share transfer from relevant government departments governing foreign investment affairs before completing the share transfer delivery.
