Special representations and warranties of Party B and the Company Sample Clauses

Special representations and warranties of Party B and the Company. In addition to the foregoing general representations and warranties, Party B and the Company jointly make the following representations and warranties: 21.1 all of the Company’s documents, including books of account, records of change in the Equity Interest, financial statements and all other records of the Company, are kept in accordance with the standard commercial practice and are entirely in the possession and control of the Company, and the Company has accurately and compliantly recorded all information on the major transactions relating to its business; 21.2 as at the Closing Date, all of the Company’s documents, including minutes of board and shareholders’ meetings and the register of shareholders, have been consistently and duly maintained, and completely and accurately record all matters that ought to be recorded in such documents; 21.3 since the Balance Sheet Date: (i) other than in the ordinary course of business, no event that could trigger the calling of the Company’s debts has occurred; (ii) other than in the ordinary course of business, none of the Company’s property has been disposed of or removed from the Company’s possession and the Company has not executed any agreements that could result in any financial expenditures not in the ordinary course of business or give rise to any liabilities not in the ordinary course of business; 21.4 the Company has, as required, submitted all necessary information to the competent taxation authorities; no dispute over the Company’s tax obligations, potential tax obligations or tax breaks exists between the Company and the taxation authorities; 21.5 the Company has duly retained all financial information used in normal tax records and tax payments, as well as all information on any tax breaks the granting of which has been approved by the competent government authorities; and
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Special representations and warranties of Party B and the Company in addition to the foregoing general representations and warranties, Party B and the Company jointly give the following representations and warranties:
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Special representations and warranties of Party B and the Company. In addition to the foregoing general representations and warranties, Party B and the Company jointly make the following representations and warranties: i. all documents, including books of account, records of change in equity, financial statements and all other corporate records of the Company, are kept in accordance with the ordinary commercial practice and are all in the possession of the Company, and all major transactions relating to the Company’s business are accurately and compliantly recorded and kept on file; ii. as of the capital increase closing date, the Company’s documents, including minutes of board and shareholders’ meetings and the register of shareholders, have been duly kept, which have completely and accurately recorded the matters that ought to be recorded in such documents; iii. since the Balance Sheet Date in Appendix 7: (1) other than the Company’s normal business activities, no event triggering the calling of the Company’s debts has occurred; (2) other than in the ordinary course of business, none of the Company’s property has been disposed of or removed from the Company’s possession and the Company has not executed any agreements resulting in any non-routine financial expenditures by the Company or giving rise to any liabilities; iv. the Company has submitted the information requested by a tax authority that has made such a request; as of the execution date of this Agreement, no dispute over the Company’s tax obligations, potential tax obligations or tax breaks exists between the Company and the tax authorities; v. the Company retains sufficient information used in normal tax records and tax payments and full documentation of the tax breaks approved by relevant government authorities; and vi. other than the employee benefits and social and pension security required by the Labor Law of the People’s Republic of China and related regulations, the Company has not provided any related employment, retirement or pension benefits or security.
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Related to Special representations and warranties of Party B and the Company

  • Additional Representations and Warranties of the Company (i) The Company shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided to the Purchaser or any Depositor under Section 2(c) and as of the Closing Date of each related Securitization Transaction that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) the Company is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Company; (ii) the Company has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Company as servicer has been disclosed or reported by the Company; (iv) no material changes to the Company’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Company’s financial condition that could have a material adverse effect on the performance by the Company of its servicing obligations under this Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Company, any Subservicer or any Third-Party Originator; and (vii) there are no affiliations, relationships or transactions relating to the Company, any Subservicer or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB. (ii) If so requested by the Purchaser or any Depositor on any date following the date on which information is first provided to the Purchaser or any Depositor under Section 2(c), the Company shall make reasonable best efforts within five Business Days but in no event later than ten Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (i) of this Section or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.

  • Representations and Warranties of the Company The Company represents and warrants to the Buyer that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • Covenants, Representations and Warranties of the Company The Company hereby covenants as follows and, except as otherwise stated herein, makes the following representations and warranties, each of which is true and correct at the Closing on the date hereof, to the Employee, and all such covenants, representations and warranties shall survive the Closing.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS Each of the Contributors, severally and not jointly, solely as to itself and not as to any other Contributor, hereby represents and warrants to the Purchaser and ATA as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

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