Representations, Warranties and Commitments Clause Samples

Representations, Warranties and Commitments. 12.1. For each day until the effects of the Factoring Agreement are terminated and until all the Adherent’s obligations towards the Factor under the Factoring Agreement end, the Adherent represents and warrants to the Factor the following: a) it is the sole owner of the Receivables subject to the Factoring Agreement and these Receivables have not been previously transferred / assigned (either by sale or as a guarantee); b) it is entitled to assign these Receivables and until the date of the Assignment no cause for discharging the Receivables has occurred; c) there is no Litigation pending; d) it is a legal entity functioning according to the applicable legislation and it is has the right and full ability to own its assets, to carry out its activity as it is currently carried out and to enter into this Agreement and the Factoring Agreement; e) the Finance Documents have been signed by the Adherent’s representatives, duly authorized in this respect and after obtaining all the necessary approvals from its management bodies and they constitute legal, valid and binding obligations of the Adherent; f) the execution, delivery and performance of the Agreement and Factoring Agreement does not breach any of provision of (i) its articles of incorporation or internal regulations of the Adherent; (ii) any agreement or deed the Adherent is a party to; (iii) any law, order, title, ordinance, decree, decision of any court of law, administrative agency or governmental authority; g) no Insolvency Event has occurred with respect to the Adherent; h) all the information provided or to be provided to the Factor during the duration of the Agreement and of the Factoring Agreement are accurate and complete; i) the financial statements provided to the Factor have been prepared according to the accounting principles, standards and practices generally accepted in Romania; j) there has not been any significant negative change in its business or financial condition, as of the date when the financial statements are stated to have been prepared; and k) it has legally fulfilled all its obligations based on the Eligible Contracts. 12.2. The Adherent irrevocably and unconditionally undertakes: a) to immediately inform the Factor on any payment received directly from the Accepted Debtor in connection with the Receivables assigned to the Factor; b) that any Invoice shall mention its assignment to the Factor and that it shall notify the Accepted Debtor in writing on the assignment of the Recei...

Representations, Warranties and Commitments. Section 4.1 Both Parties represent and warrant the following: A, it is duly organized, validly and effectively existing under the laws, and in good standing. B, It has the requisite corporate power and authority to deliver and execute the agreements.

Representations, Warranties and Commitments. 8.1. Each Party to this Agreement makes the following representations, warranties and commitments to the other Party: 8.1.1. It has full rights and authorization, including but not limited to approvals, consents or licenses from relevant governmental departments, as well as the internal authorizations of the company, to enter into this Agreement; 8.1.2. This Agreement shall become binding and enforceable upon it after it comes into effect by the means stipulated in the Agreement; and 8.1.3. No terms of the Agreement are in violation of its bylaws or PRC laws and regulations. 8.2. Party A makes the following additional representations, warranties and commitments to Party B: 8.2.1. The Entrusted Assets are legally obtained and can be legally invested according to laws, regulations and relevant requirements of the insurance regulatory authorities and other regulatory authorities; 8.2.2. The Investment Guidelines and Fund Transfer Instructions to be submitted to Party B in accordance with the Agreement comply with laws, regulations and provisions and with the requirements of the insurance regulatory authorities and other authorities; and 8.2.3. It shall bear any losses in regard to the Entrusted Assets or other funds of Party A arising from the credit risks, including but not limited to liquidation risk, of the relevant banks where it opens any account, including Special Accounts and the Settlement Account. 8.3. Party B makes the following additional representations, warranties and commitments that during the term of this Agreement, it will not: 8.3.1. misappropriate or seize the Entrusted Assets or the investment yields; or 8.3.2. conduct investment services in violation of the Investment Guidelines or the scope regarding the use of insurance funds as permitted by laws, regulations and the insurance regulatory authority.

Representations, Warranties and Commitments. I hereby represent, warrant and commit the following: (i) I am entitled to grant and transfer the rights granted under the Agreement without the need for transfer, exemption, consent, approval, release or any right not established as yet; (ii) Employee’s Invention, which is copyrightable work, is my original work; and (iii) Employee’s Invention or any element thereof is free from any restriction, collateral, lien, pledge, security, obligation or infringement.

Representations, Warranties and Commitments. 5.1 The Parties make the following representations, warranties and commitments to each other: 5.1.1 It has full power and authority (including but not limited to the approval, consent or permission from competent government departments) to sign the Agreement and its annexes; 5.1.2 The Agreement and its annexes are valid and binding upon signing and sealing in the manner provided in the Agreement, with compulsory execution permissible as per its terms and conditions; 5.1.3 Any provisions in the Agreement and its annexes are not in violation of the laws and regulations of China. 5.2 As per relevant laws, regulations and Listing Rules, the Unicom Group agrees to continue to support the Unicom Red-chip Company and its subsidiary companies (collectively referred to as “the Relevant Operating Subsidiaries”) in their sustainable development, including: 5.2.1 All the current or future business-related licenses, consents, permissions and approvals (including the Unicom Group’s operating license for engaging in telecom businesses, the same below) and other distributed and/or acquired resources (including but not limited to spectrum, frequency, numbers, trademarks, names and other resources, the same below) from national communications regulators (e.g., MIIT) and other competent departments that are associated with the CUCL’s listed businesses will also apply to the relevant operating subsidiaries. The Unicom Group will continue to hold, retain and update such licenses, consents, permissions, approvals and other resources pursuant to laws for the exclusive benefit of the relevant operating subsidiaries’ engagement in listed businesses, and will not conduct any act or omission that may adversely affect the legality, validity or renewability of such licenses, consents, permissions, approvals and other resources or the ability of the relevant operating subsidiaries to engage in listed businesses pursuant to laws and regulations; and will conduct all acts or omissions for obtaining, maintaining, retaining, updating or extending the legality, validity or renewability of such licenses, consents, permissions, approvals and other resources as well as the ability of the relevant operating subsidiaries to engage in listed businesses pursuant to laws and regulations; 5.2.2 To enable the relevant operating subsidiaries to engage in listed businesses, the Unicom Group will provide assistance to relevant operating subsidiaries to involve them in its existing or future roaming arra...

Representations, Warranties and Commitments. Each party of this Framework Agreement makes the following representations, assurances and commitments to the other party: 7.1 Each party is an independent legal person incorporated for effective duration in accordance with Chinese laws, with full power and authority (including but not limited to the approval, permission or consent given by competent government departments) to sign and implement this Framework Agreement; 7.2 No provision contained in this Framework Agreement is in violation of either party’s association documents or Chinese laws and regulations; 7.3 Each party will do its utmost to take or cause other people to take any necessary, appropriate or desirable action in line with Chinese laws, regulations as well as this Framework Agreement, with a view to enabling the effective implementation of those matters prescribed in this Framework Agreement.

Representations, Warranties and Commitments. 5.1 The Parties make the following representations, warranties and commitments to each other: 5.1.1 It has full power and authority (including but not limited to the approval, consent or permission from competent government departments) to sign the Agreement and its annexes; 5.1.2 The Agreement and its annexes are valid and binding upon signing and sealing in the manner provided in the Agreement, with compulsory execution permissible as per its terms; 5.1.3 Any provisions in the Agreement and its annexes are not in violation of the laws and regulations of China.

Representations, Warranties and Commitments. The representations and warranties of each Promisor under this Agreement remain true, accurate, complete and not misleading in all respects from the Signing Date (inclusive)/ the Closing Date (inclusive) until the completion date of the industrial and commercial registration change. Each Promisor has performed or complied with the material commitments, obligations and covenants that it is required to perform or comply with under the Transaction Documents on or prior to the Closing Date.

Representations, Warranties and Commitments. ​ 2.1 Either Party hereby warrants to the other Party that it has all necessary rights and authority to enter into this Agreement and to perform all the obligations hereunder; 2.2 Party B warrants to Party A that it legally owns the Target Equity and has the right to transfer, sell or otherwise dispose of the Target Equity in a lawful manner. ​