REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY. 6.1 The Company hereby represents, warrants and undertakes to the Subscriber that as at the date hereof and as at Completion, each of the statements in the Schedule of this Agreement (the “Warranties”) remains true and correct in all material respects.
6.2 The Company undertakes to notify the Subscriber forthwith on any matter or event coming to its attention prior to Completion which shows any of the Warranties to be or to have been untrue, misleading or inaccurate in any material respect.
6.3 The Company hereby agrees and acknowledges that the Subscriber is entering into this Agreement in reliance on the Warranties. However, save and except as expressly stipulated in the Schedule of this Agreement, the Subscriber hereby expressly acknowledges and agrees that the Company has not, and shall not be deemed to have, given any representations, warranties or undertakings in relation to any and all of the transactions contemplated in this Agreement and any and all such representations, warranties and undertakings are hereby expressly excluded.
6.4 The Company hereby undertakes to indemnify and keep indemnified the Subscriber against any damages, losses, costs, expenses (including legal costs and expenses) or other liabilities which it may suffer or incur as a result of or in connection with any breach of the Warranties or any of the Warranties being untrue or misleading in any material respect.
6.5 The liability of the Company in respect of any breach of any Warranties or this Agreement shall be limited as provided in Clauses 6.6 to 6.8.
6.6 The Company shall not be liable for any claim in respect of the Warranties and/or under this Agreement unless:
(a) the Company shall have received from the Subscriber a written notice of such claim specifying in reasonable details the event or default to which the claim relates and the nature of the breach and (if capable of being quantified at that time) the amount claimed, not later than the expiry of a period of three months after the Completion Date; and
(b) the aggregate amount of liability of the Company for all claims made in connection with the Warranties and/or this Agreement shall not exceed the amount of consideration actually received by the Company.
6.7 Notwithstanding any provision herein, the liability of the Company in connection with the Warranties and this Agreement shall cease on the expiration of three months after the Completion Date.
6.8 The Warranties shall be actionable only by the Subscriber (or its ...
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY. 6.1 The Company, a limited liability company incorporated under the laws of PRC with the status of an independent legal entity, currently holds a valid business license.
6.2 The Company has been engaging in business activities in accordance with the laws, and never involves in any business exceeding the scope set by laws.
6.3 The entrance or performance of obligations hereof by the Company neither breaches nor legally conflicts with any other agreements it entered or its articles of corporation.
6.4 The Company guarantees to make timely payment to Yankuang Group for the provision of labor and services in accordance with this agreement.
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY. 5.1 Company's representations The Company represents and warrants to the Bank that:
5.1.1 Incorporation, capacity and authorisation: the Company is duly incorporated, and validly existing under the laws of Switzerland with full power and capacity to own or lease its property and assets and to conduct its business and is lawfully qualified to do business in those jurisdictions in which business is conducted by it; the Company has full power and capacity enter into this Agreement and to undertake and perform the obligations expressed to be assumed by it herein, and the Company has taken all necessary action to approve and authorise the same;
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY. 5.1 The Company represents, warrants, undertakes and covenants the following to each of the Managers on the date hereof and as on the dates of the DRHP, the RHP, the Prospectus, Allotment and Listing, as follows:
(a) the Company is a professionally managed company and does not have an identifiable promoter in terms of the SEBI ICDR Regulations and the Companies Act, 2013;
(b) each Company Entity has been duly incorporated, registered and validly exists and is in good standing (as applicable) as a body corporate under the Applicable Law and no steps have been taken, whether by way of an insolvency resolution, composition or arrangement with creditors (to avoid or in relation to insolvency proceedings), voluntary or involuntary, the appointment of an insolvency professional or otherwise, for winding up, liquidation, receivership or bankruptcy of any Company Entity under the Insolvency and Bankruptcy Code, 2016 or other Applicable Law, nor has any notice in relation to its winding up, liquidation or receivership proceedings been received by any Company Entity.
(c) Each Company Entity has the corporate power and authority to own or lease its movable and immovable properties and to conduct its business (including as described in the Offer Documents). Except as disclosed in the sections titled “History and Other Corporate Matters” and “Financial Information” of the DRHP, and as will be disclosed in the RHP and the Prospectus, apart from the Company Entities, the Company has no other subsidiaries, joint ventures or associate companies. Further, except as disclosed in the DRHP, and as will be disclosed in the RHP and the Prospectus, no acquisition or divestment (including deemed disposal) has been initiated or consummated by the Company after March 31, 2021, and where applicable, after the last period for which financial statements are or will be disclosed in the Offer Documents, due to which any business has been acquired or divested (including deemed disposal), and/ or any entity has become or has ceased to be a direct or an indirect subsidiary of the Company;
(d) the Company has duly obtained approval for the Offer through resolution of the Board of Directors dated June 28, 2021 and a resolution of its shareholders dated July 5, 2021 and it has complied with and agrees to comply with all terms and conditions of such approvals. The Company is eligible to undertake the Offer in terms of the Companies Act, the SEBI ICDR Regulations (including Regulation 7 of the S...
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY. 5.1 The Company, a limited liability company incorporated under the laws of PRC with the status of an independent legal entity, currently holds a valid business license.
5.2 The Company has been engaging in business activities in accordance with the laws, and has not been involved in any business exceeding the scope set by laws.
5.3 The entrance or performance of obligations hereof by the Company neither breaches nor legally conflicts with any other agreements it entered or its articles of corporation.
5.4 The Company guarantees to provide all agreed provision hereunder to Yankuang Group pursuant to general commercial terms.
5.5 The Company undertakes to provide Yankuang Group with agreed provision in accordance with the requirements and standards as negotiated and set by the parties from time to time.
5.6 The Company undertakes to maintain adequate qualified employees and to provide adequate guidance and instruction for them to provide Yankuang Group with agreed provision in fulfilling the reasonable requirements by the Company.
5.7 The Company guarantees to be liable for any violation of terms hereof in the agreed provision by its subsidiaries pursuant to this agreement.
5.8 The Company guarantees that it will prompt its subsidiaries and associated persons to take any necessary action to fulfil the obligations under this agreement.
5.9 The Company undertakes to take reasonable measures to avoid any losses of Yankuang Group arising from negligence during its performance of obligations hereof. In case of any losses arising therefrom, the Company guarantees to compensate for all losses of Yankuang Group.
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY. 4.1 The Company, a limited liability company incorporated under the laws of PRC with the status of an independent legal entity, currently holds a valid business license.
4.2 The Company has been engaging in business activities in accordance with the laws, and never involves in any business exceeding the scope set by laws.
4.3 The entrance or performance of obligations hereof by the Company neither breaches nor legally conflicts with any other agreements it entered or its articles of corporation.
4.4 The Company guarantees to fully credit relevant amount to the special pension fund account in time in accordance with this agreement.
4.5 The Company shall truthfully provide Yankuang Group with information including number of staff, employee salary form and relevant information required for performing obligations under this agreement.
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY. AND THE PROMOTER SELLING SHAREHOLDER (TO THE EXTENT RELEVANT AND AS PER APPLICABLE LAWS);
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY. SUPPLY OF INFORMATION AND DOCUMENTS
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY. SUPPLY OF INFORMATION AND DOCUMENTS 9 4. DUE DILIGENCE BY THE BRLM 23 5. APPOINTMENT OF INTERMEDIARIES 24 6. PUBLICITY FOR THE ISSUE 24 7. DUTIES OF THE BRLM AND CERTAIN ACKNOWLEDGEMENTS 25 8. EXCLUSIVITY 28 9. CONSEQUENCES OF BREACH 29 10. GOVERNING LAW 29 11. ARBITRATION 29 12. SEVERABILITY 31 13. BINDING EFFECT, ENTIRE UNDERSTANDING 31 14. INDEMNITY 31 15. FEES AND EXPENSES 33 16. TAXES 34 17. CONFIDENTIALITY 34 18. TERM AND TERMINATION 36 19. MISCELLANEOUS 38 This ISSUE AGREEMENT (“Agreement”) is entered into on September 20, 2024 at Mumbai among:
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY. The company warrants and represents that;
a. The company has given the necessary authority to the authorized signatory to enter into this agreement by and on behalf of the company.
b. All the rights and obligations under this MSA are legal, valid, and binding obligations enforceable in law.
c. There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement;
d. That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals, and sanctions to conduct their business and to enter an arrangement with the Transport Partners as per the prevailing law of the land. They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of this arrangement including but not limited to all taxes, duties, and laws prevailing and introduced from time to time. They confirm that they have paid and shall continue discharging all their obligations to statutory authorities.
e. To pay the Transport Partner without delay the Service Charges payable by the company for the orders successfully completed by the Transport Partner.
f. To notify the Transport Partner with respect to any claims or disputes raised by Customer at the time of delivery or anytime thereafter and to assist the Transport Partner in order to resolve the said matter.
g. Not to disclose or to use any confidential information provided by the Transport Partner, except as required by applicable law.
