Representations by the Parties. (a) Executive represents, warrants, covenants and agrees that he has a right to enter into this Agreement, that he is not a party to any agreement or understanding, oral or written, which would prohibit performance of his obligations under this Agreement, and that he will not use in the performance of his obligations hereunder any proprietary information of any other party which he is legally prohibited from using.
(b) The Company represents, warrants and agrees that it has full power and authority to execute and deliver this Agreement and perform its obligations hereunder.
Representations by the Parties. The Dealer/Provider and Home Credit hereby represents and warrants to each other that:
3.1. The Parties are legally competent and its signatories hereunder are fully empowered to execute this Agreement and to perform its obligations arising under this Agreement;
3.2. The Parties have obtained all the necessary license, registrations, approvals and permissions (the “Required Permits”) from the Competent Authorities under the relevant laws required to carry on its business/profession and are compliant with all the applicable law, rules and regulations covering such Party;
3.3. The Dealer/Provider has the right to carry on its business/profession in the Dealer/Provider’s Premises and the Dealer/Provider has full and exclusive control over its business/profession with absolute power to make all decisions in respect of such business/profession;
3.4. There is no dispute existing with any third party or any suit, action, litigation or claim is in process or pending against or relating to each Party’s business/profession, the Goods and/or Services or Dealer/Provider’s Premises, before any Competent Authority which would materially and adversely affect each Party’s business/profession.
Representations by the Parties. (a) The Adviser represents and warrants that it is a duly registered investment adviser under the Advisers Act, a duly registered investment adviser in any and all states of the United States in which the Adviser is required to be so registered and has obtained all necessary licenses and approvals in order to perform the services provided in this Agreement. The Adviser covenants to maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement.
(b) The Adviser represents that it has read and understands the Prospectus and SAI and warrants that in investing the Fund's assets it will use all reasonable efforts to adhere to the Fund's investment objectives, policies and restrictions contained therein.
(c) The Adviser represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1 under the 1940 Act and will provide the Fund with any amendments to such Code.
(d) The Fund represents that a copy of its Articles of Incorporation, dated July 30, 1998, together with all amendments thereto, is on file in the Department of Assessments and Taxation of the State of Maryland.
Representations by the Parties. The Dealer and Home Credit hereby represent and warrant to each other that:
3.1. The Parties are legally competent and its signatories hereunder are fully empowered to execute this Agreement and to perform its obligations arising under this Agreement;
3.2. The Parties have obtained all the necessary license, registrations, approvals and permissions (the “Required Permits”) from the Competent Authorities under the relevant laws required to carry on its business and are compliant with all the applicable law, rules and regulations covering such Party;
3.3. The Dealer has the right to carry on its retail business in the Dealer’s Premises and the Dealer has full and exclusive control over its business with absolute power to make all decisions in respect of such business; and
3.4. There is no dispute existing with any third party or any suit, action, litigation or claim is in process or pending against or relating to each Party’s business, the Goods or Dealer’s Premises before any Competent Authority which would materially and adversely affect each Party’s business.
Representations by the Parties. (a) The Adviser represents and warrants that it is a duly registered investment adviser under the Advisers Act, a duly registered investment adviser in any and all states of the United States in which the Adviser is required to be so registered and has obtained all necessary licenses and approvals in order to perform the services provided in this Agreement. The Adviser covenants to maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement.
(b) The Adviser represents that it has read and understands the Prospectus and SAI and warrants that in investing the Fund's assets it will use all reasonable efforts to adhere to the Fund's investment objectives, policies and restrictions contained therein.
(c) The Adviser represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1 under the 1940 Act and will provide the Fund with any amendments to such Code and will provide any certifications required by Rule 17j-1.
(d) The Fund represents that a copy of its Articles of Incorporation, dated July 31, 1998, together with all amendments thereto, is on file in the Department of Assessments and Taxation of the State of Maryland.
Representations by the Parties. (a) Executive represents, warrants, covenants and agrees that he is a resident of the PRC and has a right to enter into this Agreement, that he is not a party to any agreement or understanding, oral or written, which would prohibit performance of his obligations under this Agreement, and that he will not use in the performance of his obligations hereunder any proprietary information of any other party which he is legally prohibited from using.
(b) Executive represents and agrees that:
(i) Executive has acquired the Shares for his own account and not with a view to or for sale of distribution thereof;
(ii) Executive understands that the securities are restricted securities and he understands the meaning of the term “restricted securities.”
(iii) Executive was not solicited by publication of any advertisement in connection with the receipt of the Shares and that he has consulted tax counsel as needed regarding the Shares.
(iv) Executive did not acquire the Shares as a result of, and will not engage in, any "directed selling efforts" (as defined in Regulation S under the Securities Act of 1933, as amended) in the United States in respect of the Shares, which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Shares pursuant any applicable securities laws or under an exemption from the registration requirements of said Securities Act.
(c) Executive further represents that, during the past five years:
(i) No petition has been filed under the federal bankruptcy laws or any state insolvency law by or against, or a receiver, fiscal agent or similar officer has been appointed by a court for your business or property, or any partnership in which Executive was a general partner at or within two years before the time of such filing, or any corporation or business association of which Executive was an executive officer at or within two years before the time of such filing;
(ii) Executive has not been convicted in a criminal proceeding and is not the subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(iii) Executive has not been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, ...
Representations by the Parties. Each of the parties warrants and represents to the others that none of them has assigned or transferred or purported to assign or transfer to any person not a party to this Agreement any matter or any part or portion of any matter covered by this Agreement, and each of them agrees to indemnify and hold harmless the others from and against any claim, demand, damage, debt, liability, account, reckoning, obligation, cost, expense, lien, action or cause of action (including attorneys' fees and costs paid or incurred) based upon or in connection with or arising out of any such assignment or transfer or purported or claimed assignment of transfer.
Representations by the Parties. Any Party hereby represents to the other Party that:
2.1 It is an enterprise that has been duly established and validly and legally in existence in accordance with law, and has the full right to enter into and the ability to perform this Agreement.
2.2 All procedures required for entering into and performing this Agreement (including procuring requisite governmental approvals, business license and power business permit, etc.) have been accomplished and are legal and valid.
2.3 When entering into this Agreement, no judgments, verdicts, awards or specific administrative acts have been carried out by any courts, arbitration institutes, administrative organs or other regulatory bodies that will have material adverse effect on its performance of this Agreement.
2.4 All internal authorization procedures required for executing this Agreement have been accomplished and this Agreement is signed by its legal representative or authorized proxy. This Agreement shall have binding force on both Parties to this Agreement after it comes into effect.
Representations by the Parties. The Employer and the Executive represent and warrant that each is free to enter into this Agreement and to perform each of the terms and covenants herein.
Representations by the Parties. Each Party hereto represents and warrants to each other Party hereto as to itself as of the date hereof:
(i) Such Party is duly organized, validly existing and in good standing under the laws of its state of organization and has full power, authority and legal right to execute and deliver and to perform and observe the provisions of this Agreement.
(ii) This Agreement has been, and upon the execution thereof, such of the Exhibits as are to be executed by such Party in connection with the Transactions, will have been, duly authorized, executed and delivered by such Party, and will constitute (assuming the due authorization, execution and delivery by the other parties thereto) the valid and binding obligations of such Party enforceable against it in accordance with their respective terms subject, as to enforcement, to (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (b) general principles of equity.
(iii) No consent, order, permit, license, approval or other authorization of, or registration, declaration or filing with, any Governmental Entity is required for the due execution and delivery of this Agreement by such Party.
(iv) The execution and delivery of this Agreement will not result in (A) a breach or violation of (1) any federal, state, county, municipal or other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees or injunctions of any governmental authority affecting or binding upon such Party or its business (including without limitation any permits, licenses, authorizations or regulations relating to thereto); (2) such Party’s organizational documents; or (3) any agreement or instrument to which such Party is party to or by which it is bound, where such breach or violation would have a material adverse effect on the business, operations or prospects of such Party; or (B) the acceleration of any material obligation of such Party.
