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, legitimate, accurate and complete. 13.9 The grant of this Mortgage by Party A does not prejudice any third party’s legal interests or violate any statutory or contractual obligations of Party A.
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Representations and Warranties by Party A. 13.1 1. Party A clearly understands undertakes to lease the business scope remnant 3 floor of the Factory Building to Ningbo Thermadyne Cutting and authorization limit Welding Equipment Trading Co., Ltd., an affiliate company of Party B.B, under the same applicable terms and conditions of this Contract.
13.2 2. Party A undertakes that all staff, visitors and clients of Party B will be given access to the Leased Premises through the nearest public passage at any time during the Lease Term of this Contract, and that Party B will be allowed to use all paths, routes or any road of the similar nature, either existing or to be constructed in the vicinity of the Leased Premises, or any road connecting to the Leased Premises.
3. Party A undertakes that it will use its best efforts to provide all the necessary documentation and any other assistance necessary for Party B to change, with the relevant authority, its registered address to the address of the Factory Building.
4. Party A represents and warrants that it is the sole owner of the Leased Premises, the land use right hereunder has been legally and properly granted to and placed under the name of Party A, and Party A has read this Contract and paid in full 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 price and all consequences resulting from its incapability taxes and fees for 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 Propertiesland use right (including but not limited to the entire land use right granting fee); Party A further represents and warrants that it has obtained all approvals, permits, consents and authorizations (including purchasing pricebut not limited to all approvals, maintenance expenses, construction costs, tax, government levies permits and authorizations as required by the law or its corporate documents) necessary to empower it to provide the whole Leased Premises to a foreign invested enterprise for the granting purpose set out in this Contract; and that the Leased Premises is free of state-owned land any encumbrance or defect of right of any kind which may affect the use rights by Party B of all or compensation payments etcpart of such Leased Premises in accordance with this Contract.
5. Party A hereby represents and warrants that the Leased Premises shall be for the sole and exclusive use of Party B during the Lease Term, which are due and unpaid; shall not be disturbed 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 negatively affected by Party A to or other third parties. If the sole, exclusive or normal use by Lessee is disturbed or negatively affected in any way, Party B are authentic, legitimate, accurate shall not be required to pay the rental for abnormality is eliminated and complete.
13.9 The grant shall be entitled to terminate this Contract in accordance with Article 13.2 of this Mortgage by Party A does not prejudice any third party’s legal interests or violate any statutory or contractual obligations of Party A.Contract.
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Representations and Warranties by Party A. 13.1 Party A clearly understands hereby represents and warrants 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 business scope transactions contemplated hereunder as well as full power and authorization limit 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.B, Party A will not dispose of its material assets or change its current shareholding structure in whatsoever manner.
13.2 7.5. Party A has read obtained all operation licenses and certificates required for its operation upon the effectiveness of this Contract Agreement, and the Master Agreementhas full rights and qualification to operate its current Party A Business within PRC.
7.6. Upon Party B, upon Party A’s written request, has explained Party A will use all of its accounts receivables and/or all other legally owned and disposable properties as guaranty in a way as permitted by the terms under this Contract and the Master Agreementthen applicable Laws for its performance of payment obligation as set forth in Section 3 hereunder.
7.7. Party A fully understands their meanings and corresponding legal consequences of this Contract and the Master Agreement.
13.3 will indemnify 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 B against any and all losses suffered or may be suffered by Party B as a result of its provision of service, including but not limited to any loss resulted from litigation, recovery, arbitration or claims by any third party against Party B.
13.4 B, or resulted from administrative investigation or penalty by government authorities, provided, however, if such losses are resulted from Party B’s intention or gross negligence, 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 thereunderis not obliged to indemnify such losses.
13.5 7.8. Without Party B’s written consent, Party A owns shall not execute any other agreement or has the right to dispose of the Mortgaged Properties in accordance arrangement which conflicts with the applicable laws. The Mortgaged Properties are neither public facilities nor properties prohibited from being sold provisions hereunder or transferred. No ownership or title disputes are subsisting with respect to the Mortgaged Propertiesmay damage Party B’s rights hereunder.
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, legitimate, accurate and complete.
13.9 The grant of this Mortgage by Party A does not prejudice any third party’s legal interests or violate any statutory or contractual obligations of Party A.
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Samples: Exclusive Technology and Services Agreement (Baozun Cayman Inc.)
Representations and Warranties by Party A. 13.1 I. Party A has clearly understands known and understood the business scope of business, and authorization limit authorized powers, of Party B.
13.2 II. Party A has already read this Contract and the Master Agreementall terms of principal contracts. Meanwhile, Party B, upon Party A’s request, B has explained the made interpretation for certain terms under this Contract and the Master Agreement. Party A fully understands their meanings and corresponding legal consequences of this Contract and principal contracts at the Master Agreementrequest 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.
13.3 III. Party A is qualified eligible to act as a mortgagorguarantor, and the security its guarantees hereunder is in accordance with conform to laws, administrative regulations, rules, Party A’s and its articles of association or other internal constitutional documents and has organization documents. Meanwhile, its guarantees hereunder have been approved by its internal authority authoritative organizations and/or competent state authoritiesauthoritative authorities of the State. Party A shall be liable for any and all consequences resulting from its incapability or lack liabilities arising out of qualifications or authority to execute unauthorized execution of this ContractContract by it, including without limitation but not limited to full compensations indemnifications for any and all losses of caused to Party B.
13.4 IV. Party A acknowledges confirms that it has fully understands the Debtor’s situation including without limitation known and understood assets, debtsobligations, operation, creditworthiness credit and reputationreputation of the debtor, and its qualification eligibility and authority for execution authorities of the Master Agreementdebtor to sign the principal contracts, as well as and all provisions thereundercontents contained in principal contracts.
13.5 V. Party A owns or and has the right to dispose the Collaterals according to law. The Collaterals are not the public facilities, which are not allowed to be circulated or transferred; and no dispute on the ownership of the Mortgaged Properties in accordance with the applicable lawsCollaterals exists.
VI. 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 Collaterals are not co-owned by Party A with othersowned, or if there are the mortgages hereunder have been agreed on by other co-owner(s), such owners in writing if the Collaterals are co-owner(s) have given their written consent to the grant and creation of this Mortgageowned.
13.7 Other than those VII. The Collaterals are free of any defect or encumbrance that has not been notified to Party B in writing, including but without limitation as follows: the Mortgaged Properties Collaterals are free of any flaw or encumbrancelimited for circulation, including without limitationsealed, (i) the transfer of the Mortgaged Properties is restricted; or (ii) the Mortgaged Properties have been seized, impounded monitored, leased or subjected to custody of authorities, lease or created a lien; or (iii) there exist unpaid debts in relation to the Mortgaged Propertiesacquisition prices, including purchasing price, repair and maintenance expensesfees, construction costsprices, taxnational taxes, government levies considerations for the granting grant of state-owned land use rights or compensation payments etc.right, which damages, of and arising out of the Collaterals are due and unpaidowed in arrears; or (iv) any guarantees are created on the Mortgaged Properties have been used as security for the benefit Collaterals in favor of a third party.
13.8 VIII. All the data and information pertaining provided to the Mortgaged Properties provided Party B by Party A in relation to Party B are authenticthe Collaterals is true, legitimatelawful, accurate and complete.
13.9 IX. The grant of this Mortgage the mortgages by Party A does shall not prejudice damage legal benefits of any third party’s , nor go against legal interests or violate any statutory or contractual and agreed obligations of Party A.
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Samples: Working Capital Borrowing Contract (Sooner Holdings Inc /Ok/)
Representations and Warranties by Party A. 13.1 I. Party A has clearly understands known and understood the business scope of business, and authorization limit authorized powers, of Party B.
13.2 II. Party A has already read this Contract and the Master Agreementall terms of principal contracts. Meanwhile, Party B, upon Party A’s request, B has explained the made interpretation for certain terms under this Contract and the Master Agreement. Party A fully understands their meanings and corresponding legal consequences of this Contract and principal contracts at the Master Agreementrequest 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.
13.3 III. Party A is qualified eligible to act as a mortgagorguarantor, and the security its guarantees hereunder is in accordance with conform to laws, administrative regulations, rules, Party A’s and its articles of association or other internal constitutional documents and has organization documents. Meanwhile, its guarantees hereunder have been approved by its internal authority authoritative organizations and/or competent state authoritiesauthoritative authorities of the State. Party A shall be liable for any and all consequences resulting from its incapability or lack liabilities arising out of qualifications or authority to execute unauthorized execution of this ContractContract by it, including without limitation but not limited to full compensations indemnifications for any and all losses of caused to Party B.
13.4 IV. Party A acknowledges confirms that it has fully understands the Debtor’s situation including without limitation known and understood assets, debtsobligations, operation, creditworthiness credit and reputationreputation of the debtor, and its qualification eligibility and authority for execution authorities of the Master Agreementdebtor to sign the principal contracts, as well as and all provisions thereundercontents contained in principal contracts.
13.5 V. Party A owns or and has the right to dispose the Collaterals according to law. The Collaterals are not the public facilities, which are not allowed to be circulated or transferred; and no dispute on the ownership of the Mortgaged Properties in accordance with the applicable lawsCollaterals exists.
VI. 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 Collaterals are not co-owned by Party A with othersowned, or if there are the mortgages hereunder have been agreed on by other co-owner(s), such owners in writing if the Collaterals are co-owner(s) have given their written consent to the grant and creation of this Mortgageowned.
13.7 Other than those VII. The Collaterals are free of any defect or encumbrance that has not been notified to Party B in writing, including but without limitation as follows: the Mortgaged Properties Collaterals are free of any flaw or encumbrancelimited for circulation, including without limitationsealed, (i) the transfer of the Mortgaged Properties is restricted; or (ii) the Mortgaged Properties have been seized, impounded monitored, leased or subjected to custody of authorities, lease or created a lien; or (iii) there exist unpaid debts in relation to the Mortgaged Propertiesacquisition prices, including purchasing price, repair and maintenance expensesfees, construction costsprices, taxnational taxes, government levies considerations for the granting grant of state-owned land use rights or compensation payments etc.right, which damages, of and arising out of the Collaterals are due and unpaidowed in arrears; or (iv) any guarantees are created on the Mortgaged Properties have been used as security for the benefit Collaterals in favor of a third party.
13.8 VIII. All the data and information pertaining provided to the Mortgaged Properties provided Party B by Party A in relation to Party B are authenticthe Collaterals is true, legitimatelawful, accurate and complete.
13.9 IX. The grant of this Mortgage the mortgages by Party A does shall not prejudice damage legal benefits of any third party’s , nor go against legal interests or violate any statutory or contractual and agreed obligations of Party A.A. This Maximum Mortgage Contract is numbered as “2009 Xxxx Xxxx Xxx Xxx Di Zi, No. 28”.
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Samples: Maximum Mortgage Contract (Sooner Holdings Inc /Ok/)
