Representations of Party A. Party A represents to Party B on the date on which Party A enters into each Transaction that:-- Party A’s obligations under this Agreement rank pari passu with all of Party A’s other unsecured, unsubordinated obligations except those obligations preferred by operation of law.
Representations of Party A. Party A represents and warrants to ------------------------------ Party B as follows:
2.3.1 Party A is a duly organized enterprise validly existing under the laws of People's Republic of China;
2.3.2 Party A has full corporate capacity, power and authority and all necessary governmental approvals (other than those referred to in section 7.2.1) to enter into and perform each of its obligations hereunder (including Party A's obligations to arrange for the Company to be granted the Mining License);
2.3.3 the execution and delivery of this Contract and the observance and performance hereof have been duly authorized by all necessary corporate action on the part of Party A;
2.3.4 this Contract has been duly executed and delivered by Party A and constitutes legal, valid and binding obligations enforceable against it;
2.3.5 the execution, delivery and performance by Party A of this Contract does not and will not constitute a default under any material agreement to which it is a party, any governmental regulation, approval or order to which it is subject, or any provision of its incorporation documents;
2.3.6 only government approvals from government authorities stated in article 7.2.1 are required in respect of this contract or the operation of the Company as contemplated hereunder;
2.3.7 the Company shall be required to pay no taxes, duties, royalties, license fees or other payments of any kind except only for those described in section 12.1;
2.3.8 Party A shall deliver to Party B all information concerning diamonds in respect of Mine 701 that is in Party A's possession or control, and such information is accurate and complete;
2.3.9 neither Party A nor any other person that has engaged in the exploration for or the mining of diamonds at Mine 701 has violated or is violating any environmental law or regulation to which such property is subject, and Party A is not aware of any adverse environmental condition on or affecting Mine 701, or of the past or present activities of any person in respect thereof which has caused or is likely to cause or contribute to any adverse environmental condition at Mine 701; and
2.3.10 Party A is the owner of all the Existing Assets, free and clear of all liens, mortgages or other encumbrances of any kind.
2.3.11 As consideration in signing this contract, Party A has acknowledged receipt of U.S. $5,000 from Party B. This $5,000 is payment for 50% of the cost of the Feasibility Study.
Representations of Party A. Party A represents to Party B on the date on which Party A enters into each Transaction that Party A is a bank subject to the requirements of Federal Deposit Insurance Act, delivery and performance of this Agreement (including the Credit Support Annex and each Confirmation) have been authorized by all necessary corporate action of Party A, the person executing this Agreement on behalf of Party A is an officer of Party A of the level of vice president or higher, and this Agreement (including the Credit Support Annex and each Confirmation) will be maintained as one of its official records continuously from the time of its execution (or in the case of any Confirmation, continuously until such time as the relevant Transaction matures and the obligations therefor are satisfied in full).
Representations of Party A. 1. Party A is the exclusive owner of the transferring equity set forth in Section I.
2. From the effective date of the agreement, Party A shall fully quit from the operations of Party C, and shall not have the rights of the distribution of the assets, properties and profits.
Representations of Party A. Party A represents to Party B on the date on which Party A enters into each Transaction that:--
(1) Party A’s obligations under this Agreement rank pari passu with all of Party A’s other unsecured, unsubordinated obligations except those obligations preferred by operation of law.
(2) Party A is a bank subject to the requirements of 12 U.S.C. § 1823(e), its execution, delivery and performance of this Agreement (including the Credit Support Annex and each Confirmation) have been approved by its board of directors or its loan committee, such approval is reflected in the minutes of said board of directors or loan committee, and this Agreement (including the Credit Support Annex and each Confirmation) will be maintained as one of its official records continuously from the time of its execution (or in the case of any Confirmation, continuously until such time as the relevant Transaction matures and the obligations therefor are satisfied in full).
Representations of Party A. (1) Payer Tax Representation. For the purpose of Section 3(e) of this Agreement, Party A hereby makes the following representation:
(i) It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Sections 2(e), 6(d)(ii) and 6(e) of this Agreement) to be made by it to Party B under this Agreement. In making this representation, it may rely on:
(a) the accuracy of any representations made by Party B pursuant to Section 3(f) of this Agreement;
(b) the satisfaction of the agreement of Party B contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by Party B pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and
(c) the satisfaction of the agreement of Party B contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation -------- where reliance is placed on clause (b) and Party B does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.
(ii) It (A) is entering into such Swap Transaction in the ordinary course of its trade as, and is, either (x) a recognized U.K. bank of (y) a recognized U.K. swaps dealer (in either case (x) or (y)), for purposes of the United Kingdom Inland Revenue Extra Statutory Concession on interest and currency swaps dated April 14, 1989), and (B) will bring into account payments made and received in respect of such Swap Transaction in computing its income for United Kingdom tax purposes.
Representations of Party A. For the purpose of Section 3(e), Party A and Party B make the following representations:
Representations of Party A. 1. Party A represents that Party A is an enterprise lawfully incorporated under PRC law and has sufficient rights and powers to execute this Agreement and carry out the duties and obligations under this Agreement. This Agreement, upon execution by Party A, shall be binding to Party A.
2. Party A represents that Party A is the legal and sole owner of the Properties and has the rights and powers to transfer part or all of the Properties. The title of the Properties is free from claim or priority of any third party. Any transferee of the Properties will be entitled to all rights to the Properties and will also have the right to transfer the Properties.
3. Party A represents that Party A legitimately owns the Properties until the transfer date. Unless disclosed to Party B in writing, there is no pledges, securities, or any other third party claims on the title of Properties.
Representations of Party A. 8.1.1 Party A is legally registered and is in legal continuous operation. Party A has all the actions and civil abilities to sign and implement this Agreement.
8.1.2 All the terms under this Agreement and the agreement of the individual credit business reflect the real agreement from Party A. Party A has signed and implemented this Agreement and the agreement of the individual credit business with legal and effective authorization according to the company’s article of association and other internal management documents, without breach of any other agreements, contracts or laws. Party A has registered or backup all the approval for signing or implementing the Agreement and the agreement of the individual credit business.
8.1.3 All documents, financial statements, vouchers and other information provided by Party A to Party B under this Agreement and the agreement of the individual credit business are true, accurate, complete and effective
8.1.4 The business background of Party A is true, legal and not for illegal purposes such as money-laundry.
8.1.5 Party A does not conceal any events of itself and the guarantor that may affect the financial condition or ability to implement the Agreement.
