Representations and Warranties of the Mortgagor. (1) The Mortgagor has obtained the necessary authorization to provide the guarantee under this Contract in accordance with relevant regulations and procedures.
(2) The Mortgagor has the full and undisputed ownership or right to dispose of the collaterals.
(3) The collaterals can be circulated or transferred according to law.
(4) The collaterals have not been attached, detained, or repeatedly mortgaged or otherwise.
(5) The Mortgagor has not concealed any information about delinquent taxes, project payments, or any other amounts in arrears under the collaterals.
(6) The Mortgagor is fully aware of the actual use of the debts under the Master Contract, and the provision of the mortgage guarantee for the Debtor under the Master Contract is completely out of its own free will and reflects the true expression of its intent under this Contract.
(7) If the collaterals hereunder have been leased out in whole or in part, the Mortgagor warrants that it shall inform the lessee of the mortgage created thereon and inform the Mortgagee in writing of the lease prior to the execution of this Contract, and shall not change the lease agreement.
(8) The Mortgagor has obtained the consent from the co-owner of the collaterals with respect to the mortgage hereunder.
(9) The collaterals are free of any other circumstances that adversely affect the exercise of the mortgage rights by the Mortgagee.
Representations and Warranties of the Mortgagor. 3.1 Party B is a company duly incorporated, validly existing and in good standing in its jurisdiction, and has full corporate power and government permit and approval to conduct the business it carries out currently.
3.2 Party B has obtained all authority and approval required for entering into this contract. The execution hereof is true expression of intent of Party B, and will not result in violation of any agreement or covenant with any third party. Party B does not violate any laws, regulations or rules with respect to environment protection, energy saving and emission reduction and reduction of pollution when entering into this contract, and undertakes to strictly comply with such laws, regulations and rules after entering into this contract.
3.3 Except for those already notified to Party A in writing before execution hereof, Party B is not involved in any other litigation, arbitration, execution, appeal, review or other procedures as well as other events or circumstances which could have material adverse effect on the performance of this contract.
3.4 The collaterals are lawfully possessed by Party B, free from any legal dispute, and not subject to any mortgaged in favor of any third party (except for the mortgage over the balance) before execution of this contract.
Representations and Warranties of the Mortgagor. The Mortgagor represents and warrants to the Mortgagee as follows:
Representations and Warranties of the Mortgagor. The Mortgagor represents and warrants to the Mortgagee that:
(1) It is a civil subject with full capacity for civil rights and civil conducts. It has the right to sign this Contract, and has obtained all necessary authorizations and approvals to sign this Contract and perform its obligations hereunder.
(2) The conclusion and performance of this Contract does not violate the Laws, articles of association, or the relevant documents, judgments, and verdicts of the competent authorities that bind upon the Mortgagor, nor does it violate any contracts or agreements entered into by the Mortgagor or any other obligations binding upon it.
(3) All the materials and information (including the materials related to the Mortgagor and the mortgaged properties) provided by the Mortgagor comply with all applicable Laws, and they are true, valid, accurate, and complete without any concealed information.
(4) The financial data provided by the Mortgagor have truthfully, completely, and justly reflected the financial condition of the Mortgagor. There is no material adverse change in the Mortgagor's operating condition and financial condition since the issuance of the latest audited financial statements.
(5) It will complete the recordation, registration, or other procedures required for this Contract.
(6) There is no other situation or event that causes or may cause any material adverse effect on the Mortgagor's ability to perform this Contract.
Representations and Warranties of the Mortgagor. The Mortgagor has the capacity for civil rights and full capacity for civil conducts (if the Mortgagor is a natural person) / the Mortgagor has been legally established and is lawfully existing and has all necessary capacity for rights (if the Mortgagor is not a natural person), and is able to perform the obligations hereunder and assume the civil liabilities in his/her/its own name.
Representations and Warranties of the Mortgagor. (1) The mortgagor is an independent legal subject, with necessary rights and capabilities for the contract. The mortgagor may fulfill obligations in the contract on its own behalf and bear civil liability.
(2) The mortgagor has the right to sign the contract and has all warrants and authority required to sign the contract. Clauses in the contract are real intention of, and have legal binding effect on the mortgagor.
(3) The mortgagor pledges to observe laws and regulations. The signing and fulfillment of the contract do not violate laws (“laws” refer to national and local laws, regulations, rules, local regulations and judicial interpretation), rules, related documents, judgments and adjudications, and do not contradict with any contracts, agreements or other obligations signed by the mortgagor.
(4) The mortgagor pledges all financial statements (if any) provided herein comply with laws and regulations of PRC (excluding Hong Kong, Macau and Taiwan), all statements are true and complete in reflecting financial situation of the mortgagor, and all materials, documents and information related to the contract and gage are true, effective, accurate and complete.
(5) The mortgagor pledges to handle filing, registration and information disclosure to insure the effectiveness of the contract, and pay for all the taxes and expenses.
(6) No harmful changes occur in operation and financial situation of the mortgagor since the submission of the latest audited financial statement.
(7) The mortgagor has informed the mortgagee with all information needed for the decision of signing the contract.
(8) The mortgagor pledges no occurrence of default (including but not limited to wages, Medicaid, disability grant, pension costs and compensation) during the fulfillment of the contract.
(9) The mortgagor pledges no occurrence of unfavorable incidents for its contractual capacity.
Representations and Warranties of the Mortgagor. In order to induce the Lenders to enter into the Loan Documents and to make, maintain, continue and/or convert Indebtedness evidenced by the Notes, and in order to induce the Mortgagee, as Agent for the Lenders, to accept this Mortgage, the Mortgagor hereby represents and warrants unto Mortgagee and each Lender as set forth in this Article. The representations and warranties of the Mortgagor set forth in this Article shall be made anew upon the delivery of each Note under the Loan Documents.
Representations and Warranties of the Mortgagor. 6.1 The Mortgagor represents and warrants to the Lender that at the date of the Mortgage:
(a) the Mortgagor is the sole beneficial owner of the Property and has a good and marketable title to the Property;
(b) no encumbrance or security exists over the Property and the Property is not subject to any tenancy or licence to occupy (except as already disclosed to and acknowledged by the Lender in writing) in favour of any other person;
(c) by signing the Mortgage, it has not breached any law, rule, regulation, judgment, order, agreement, authorization or obligation applicable to or binding on it;
(d) the particulars of the Property set out in the Mortgage Deed are true, accurate and complete;
(e) each of the Government Lease and the Deed of Mutual Covenant is valid and in force and no circumstances exist which entitle the Government of to terminate the Government Lease;
(f) the premium, rent and other money payable in respect of the Property under the Government Lease or the Deed of Mutual Covenant have been fully paid, and the terms and conditions of the Government Lease and the Deed of Mutual Covenant so far as they affect the Property have been observed;
Representations and Warranties of the Mortgagor. The Mortgagor represents and warrants to the Mortgagee that:
(1) It is a civil subject with full capacity for civil rights and civil conducts. It has the right to sign this Contract, and has obtained all necessary authorizations and approvals to sign this Contract and perform its obligations hereunder.
(2) The conclusion and performance of this Contract does not violate the laws, articles of association, or the relevant documents, judgments, and verdicts of the competent authorities that bind upon the Mortgagor, nor does it violate any contracts or agreements entered into by the Mortgagor or any other obligations binding upon it.
(3) All the materials and information (including the materials related to the Mortgagor and the mortgaged properties) provided by the Mortgagor comply with all applicable laws, and they are true, valid, accurate, and complete without any concealed information.
(4) The financial data provided by the Mortgagor have truthfully, completely, and justly reflected the financial condition of the Mortgagor. There is no material adverse change in the Mortgagor's operating condition and financial condition since the issuance of the latest audited financial statements.
(5) It will complete the recordation, registration, or other procedures required for this Contract.
(6) It knows and acknowledges the financing products and purposes under the Principal Contract (The Mortgagor acknowledges that it will actively learn about the content of the Principal Contract through the debtor or the Mortgagee. If the purpose of financing under the Principal Contract is to pay off an existing loan with a new loan, the Mortgagor acknowledges that the new loan still belongs to the creditor's rights guaranteed by the mortgaged properties hereunder, and no separate consent of the Mortgagor is required when a new loan is issued).
(7) There is no other situation or event that causes or may cause any material adverse effect on the Mortgagor's ability to perform this Contract.
Representations and Warranties of the Mortgagor. The Mortgagor represents and warrants to the Mortgagee that:
(1) It is a civil subject with full capacity for civil rights and capacity for civil conducts, has the right to execute this Contract, and has obtained all the authorization and approvals required for executing this Contract and fulfilling its obligations under this Contract.
(2) The execution and performance of this Contract will not violate laws, Articles of Association, relevant documents of competent authorities, judgments, or decisions to which the Mortgagor is subject, and will not violate any contracts or agreements that have been executed by the Mortgagor or any other obligations undertaken by the Mortgagor.
(3) All the materials and information (including relevant materials with respect to the Mortgagor per se and to the mortgaged properties) provided by the Mortgagor meet all relevant laws, and are true, valid, accurate, complete, and free from concealed materials or information.
(4) The financial materials provided by the Mortgagor shall reflect the Mortgagor's financial conditions in a true, complete, and fair manner. The operating and financial conditions of the Mortgagor experienced no material adverse changes since the issuance of the last audited financial statements.
(5) It will complete the filing, registration, or other formalities required for this Contract, and will pay relevant taxes and expenses.
(6) There is no conditions or events that cause or may cause material adverse impacts of the Mortgagor's abilities to perform this Contract.
