Representations and Warrants. The Ceding Company and the Reinsurer agree that all matters with respect to this Agreement require their utmost good faith. Each party represents and warrants to the other party that it is solvent on a statutory basis in all jurisdictions in which it does business or is licensed. Each party agrees to promptly notify the other party of any material change in its financial condition. The Reinsurer has entered into this Agreement in reliance upon the Ceding Company's representations and warranties. Each party affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a material change in underwriting or issue practices or philosophy or a change in each party's ownership or control.
Representations and Warrants. The Ceding Company and the Reinsurer agree that all matters with respect to this Agreement require their utmost good faith. Each party represents and warrants to the other party that it is solvent on a statutory basis in all jurisdictions in which it does business or is licensed.
Representations and Warrants. Party B and Party C hereby respectively and jointly represent and warrant to Party A on the date hereof and each day of transfer, that:
3.1 it has the power and capacity to execute and deliver this Agreement, as well as any other equity interests transfer contract, to which it is a party, and which is made for each transfer of Purchased Equity Interests in accordance with this Agreement (individually referred to as “Transfer Agreement”), and perform its obligations under this Agreement and the Transfer Agreement. Party B and Party C agree to enter into a respective Transfer Agreement containing the provisions same to this Agreement when Party A exercises the Equity Purchase Right. This Agreement and any Transfer Agreement to which it is a party, upon being executed, constitutes or will constitute its valid and binding obligation enforceable against it in accordance with the terms hereof;
3.2 its execution, delivery and performance of this Agreement or any Transfer Agreement will not (i) violate any applicable laws of the PRC; (ii) conflict with the articles of association and other organizational documents of Party C; (iii) breach any contract or document which is binding upon it, or to which it is a party; (iv) violate any permit or approval, or the conditions for maintaining its validity of such permit or approval, granted to any party; or (v) cause the suspension or withdrawal of, or impose any additional conditions on, the permit or approval granted to any party;
3.3 Party B owns good and salable ownership of the equity interests by it in Party C, and Party B has not created any security interest over such equity interests except for Party B’s Equity Pledge Agreement;
3.4 Party C owns good and salable ownership of all of its assets, and Party C has not created any security interest over such assets;
3.5 Party C does not have any outstanding liabilities, except for (i) those arising from the ordinary course of business; and (ii) those disclosed to Party A and approved by Party A in writing;
3.6 Party C has been complying with all applicable laws and regulations related to the acquisition of assets; and
3.7 there are no lawsuits, arbitrations or administrative proceedings pending or threatened with respect to the equity interests, Party C’s assets or Party C itself.
Representations and Warrants. Issuer makes the following representations and warranties to Escrow Agent and Depository:
a. Issuer is a corporation duly formed and validly subsisting under the laws of Colorado, and has full power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder.
b. This Escrow Agreement has been duly approved by all necessary corporate action of Issuer, including any necessary shareholder approval, has been executed by duly authorized officers of Issuer, and constitutes a valid and binding agreement of Issuer, enforceable in accordance with its terms.
c. The execution, delivery, and performance by Issuer of this Escrow Agreement will not violate, conflict with, or cause a default under the articles of incorporation of By Laws of Issuer, any applicable law or regulation, any court order or administrative ruling or decree to which Issuer is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement to which Issuer is a party or any of its property is subject.
d. No party other than the parties hereto and the prospective Subscribers have, or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof.
e. Issuer hereby acknowledges that the status of Escrow Agents is that of agent only for the limited purposes set forth herein, and hereby represents and covenants that no representation or implication shall be made that the Escrow Agent has investigated the desirability of advisability or investment in the Shares or has approved, endorsed or passed upon the merits of the investment herein and that the name of the Escrow Agent has not and shall not be used in any manner in connection with the offer or sale of the Shares other than to state that the Escrow Agent has agreed to serve as escrow agent for the limited purposes set forth herein.
f. All of the representations and warranties of Issuer contained herein are true and complete as of the date hereof and will be true and complete at the time of any deposits to or disbursement from the Escrow Funds.
Representations and Warrants. 5.1 Stellar hereby represents and warrants to and in favour of Xxxxxx as follows:
a) Stellar is a corporation duly incorporated validly subsisting under the laws of the Province of Ontario, Canada and has the corporate power to enter into this License Agreement and to perform its obligations hereunder; Xxxxxx License December 06
b) This License Agreement has been duly authorized, executed and delivered by Stellar and is a legal, valid and binding obligation of Stellar;
c) Stellar has obtained all requisite and necessary consents and approvals to enter into this License Agreement and has the right to enter into this License Agreement and to grant to Xxxxxx the licensing arrangements outlined herein;
d) As of the Effective Date (i) to the best of Stellar’s knowledge, the development, distribution, marketing, promotion, or sale of the Products in the Territory or the use or practice of the Methods and Technical Know-How does not infringe any intellectual property or patent right owned or licensed by any third party and (ii) Stellar is the sole owner of the Patents, Proprietary Marks, Products and the Methods and Technical Know-How, and (iii) Stellar has not granted any other licences or rights of any kind in the Products or the Patents, Proprietary Marks, Methods and Technical Know-How to any third party for the Territory which remain in effect; and
e) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1 AND SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, STELLAR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED.
5.2 Xxxxxx hereby represents and warrants to and in favor of Stellar as follows:
a) Xxxxxx is a corporation duly incorporated validly subsisting under the laws of the State of Delaware, and has the corporate power to enter into this License Agreement and to perform its obligations hereunder;
b) this License Agreement has each been duly authorized, executed and delivered by Xxxxxx and is a legal, valid and binding obligation of Xxxxxx;
c) Xxxxxx has obtained all requisite and necessary approvals and consents to enter into this License Agreement and has the right to perform all its obligations under this License Agreement; and
d) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.2 AND SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, XXXXXX MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED.
Representations and Warrants. Each Party represents and warrants to other party upon the execution of this Agreement:
9.1 This party has all power and authorization to execute this Agreement and perform the obligation hereunder;
9.2 The provisions of this Agreement constitutes legal, valid and binding obligations to this party;
9.3 The execution of this Agreement and performance of its duties hereunder will not violate or conflict with the terms, provision or condition of its articles of association, or cause the violation or default of above terms, provisions or conditions.
Representations and Warrants. The Parties hereby make the following Representations and Warrants: The Parties have full power, authority and legal rights to execute this Agreement; Each party’s obligations under this agreement shall be lawful, valid and enforceable; The fact that the Parties execute this Agreement shall not contradict with or cause the violation of any laws, regulation, judgments, orders, authorizations, agreements or obligation applicable to them.
Representations and Warrants. 3.1 Party A hereby presents and warrants the following:
3.1.1 Party A is a corporate entity lawfully incorporated and effectively existing in accordance with the laws of the PRC;
3.1.2 Party A will perform this Agreement within its corporate power and business scope; Party A has obtained necessary corporate authorization and obtained the consent and approval from third parties and government authorities, and will not violate the restrictions of the laws or contracts that are binding upon or have the influence on Party A;
3.1.3 Once signed, this Agreement will constitute a legitimate, effective, binding and enforceable legal document against Party A;
3.2 Party B hereby presents and warrants the following:
3.2.1 Party B is a corporate entity lawfully incorporated and effectively existing in accordance with the laws of the PRC;
3.2.2 Party B will sign and perform this Agreement within its corporate power and business scope; Party B has obtained necessary corporate authorization and obtained the consent and approval from third parties and government authorities, and will not violate the restrictions of the laws or contracts that are binding upon or have the influence on Party B;
3.2.3 There are no pending or possible claims, disputes, litigations, arbitrations, administrative procedures or any other legal procedures that involve Party B or will involve Party B and will deliver a serious or adverse impact on the capacity of Party B to perform this Agreement.
3.2.4 Once signed, this Agreement will constitute a legitimate, effective, binding and enforceable legal document against Party B;
Representations and Warrants. 1. Each Party represents and warrants that it has the right and freedom to enter into this Agreement and, if and to the extent necessary, has taken all necessary steps to authorize its representative whose signature appears below to execute this Agreement on its behalf, such that this Agreement will constitute the valid and legally binding obligation of both Parties, enforceable in accordance with its terms.
2. Each Party represents and warrants that it has the right and freedom to disclose and receive any Confidential Information to be disclosed or received pursuant to this Agreement and that no document, physical specimen, apparatus, or information produced pursuant to this Agreement constitutes or contains the Confidential Information or intellectual property of a person that is not a party to this Agreement, except to the extent the producing Party is authorized to disclose such Confidential Information or intellectual property.
3. Each Party receiving Confidential Information pursuant to this Agreement represents and warrants that, to the best of its knowledge and belief based on a reasonable investigation, it does not make or sell, and does not presently have any plans to make or sell, any product which may reasonably be viewed as directly or indirectly competitive with any product of the producing Party to which such Confidential Information relates.
Representations and Warrants. The Mortgagor, for itself and its successors and assigns, does hereby represent, warrant and covenant to and with the Administrative Agent and the other Secured Parties, and their respective successors and assigns, that:
