Statement and Guarantee. 16.1 Party A should state and guarantee as follows to Party B upon the contract signing and performance:
(1) Party A, as an existing business entity legally established, has the corresponding civil right capability and civil act capability for signing the Contract.
(2) Party A has completed the external approval and the internal authorization procedures needed for signing the Contract, and the Contract is signed by the signatory authorized by Party A, and the Contract is legally binding upon Party A since the execution thereof.
(3) Where Party A should obtain the authorization, approval or consent from relevant government organization for the contract signing or for the performance of the business indicated in the Contract, Party A promises to have obtained such authorization, approval or consent which has full validity.
(4) Party A guarantees to carefully read the Contract before signing the Contract and accurately understand the legal implications of the rights and obligations among the contracting parties and the responsibility articles, and have no objection upon all articles of the Contract.
(5) Party A has the right to issue the trust loans to Party B in its own name, and the trust fund for trust loan issuance is legally sourced.
16.2 Party A should state and guarantee as follows to Party B upon the contract signing and performance:
(1) Party B, as an existing business entity legally established, has the corresponding civil right capability and civil act capability for signing the Contract.
(2) Party B has completed the external approval and the internal authorization procedures, including but not limited to the resolutions of the board and the share meeting, etc., needed for signing the Contract; the Contract is signed by the signatory authorized by Party B, and the Contract is legally binding upon Party B since the execution thereof.
(3) Where Party B should obtain the authorization, approval or consent from relevant government organization for the contract signing or for the performance of the business indicated in the Contract, Party B promises to have obtained such authorization, approval or consent which has full validity.
(4) Party B guarantees that the contract signing or the performance of the business indicated in the Contract shall not violate current valid laws and other relevant regulations or conflict with other binding legal documents signed thereby or other transactions concluded thereby.
(5) Party B guarantees to carefully read the C...
Statement and Guarantee. Such following statement and Guarantee shall be made to Lender, which remaining valid within the duration of the Contract.
6.1 The Borrower is duly organized and valid under the law of the People’s Republic of China and has the power and authority to own its property to consummate the transactions contemplated in this contract and join the litigation, The Borrower has the power to handle it assets used in operation.
Statement and Guarantee. 1. Jiu Sheng Investment makes the following irrevocable statements and guarantees to Manwide Holdings:
(1) Jiu Sheng Investment warrants that, Manwide Holdings may legally transfer or lease out the Subject Property (or part of Xiangzhang Garden) subject to relevant legal approval procedures;
(2) Jiu Sheng Investment shall ensure that no liability or right of any nature concerning the Subject Property will be created in favor of the construction contractors due to their construction works. In case of any economic loss of any nature suffered by Manwide Holdings as a result of any dispute between Jiu Sheng Investment and the construction contractors, Jiu Sheng Investment shall assume the liability arising from breaching this Contract and shall provide complete and adequate compensation;
(3) Jiu Sheng Investment is a company duly registered under the laws of People's Republic of China with limited liability in its legal existence, with the qualification of an independent legal person, a complete and independent legal status and legal capacity to sign and perform this Contract. Jiu Sheng Investment can also be taken as an independent party of legal proceedings;
(4) Before and upon signing of this Contact, there is no legal proceedings against Jiu Sheng Investment threatening or pending which may affect the fulfillment of obligations by Jiu Sheng Investment hereunder;
(5) The execution and the implementation of this Contract constitute no violation of any law, regulation and policy of the People's Republic of China;
(6) The execution and implementation of this Contract by Jiu Sheng Investment constitute no violation of any provision of its Articles of association, nor any stipulation in contracts or agreements signed with third parties; and
(7) The undertakings and guarantees made by Jiu Sheng Investment hereunder are true, accurate and complete, without any withheld or misleading information. Jiu Sheng Investment guarantees to compensate all the losses suffered by Manwide Holdings due to untruth, inaccuracy or incompletion of the undertakings or guarantees made by it.
2. Manwide Holdings makes the following irrevocable statements and guarantees to Jiu Sheng Investment:
(1) Manwide Holdings is a company duly registered under the laws of British Virgin Island with limited liability in its legal existence, with the qualification of an independent legal person, a complete and independent legal status and legal capacity to sign and perform this Contract. Manwide Hol...
Statement and Guarantee. 3.1 The Party A hereby states and guarantees as follows:
3.1.1 Party A is a legally registered and validly existing company under the laws of People’s Republic of China.
3.1.2 Party A implement this agreement within the scope of authorization and business scope; Party A has been necessarily authorized, obtains the consents of third party and approval of government departments, and does not violate any binding or affecting laws or contract restrictions.
3.1.3 As soon as this agreement is executed, it shall be effective, valid, binding, and has executing force to Party A.
3.2 Party B hereby states and guarantees as follows:
3.2.1 Party B is a legally registered and validly existing company under the laws of People’s Republic of China.
3.2.2 Party B implement this agreement within the scope of authorization and business scope ; Party B has been necessarily authorized, obtains the consents of third party and approval of government departments, and does not violate any binding or affecting laws or contract restrictions.
3.2.3 As soon as this agreement is executed, it shall be effective, valid, binding, and has executing force to Party B.
Statement and Guarantee. The Xxxxxxx hereby makes the following statement and guarantee to the Pledgee, as of since the effective date of this contract and in the effective date of this contract:
7.1 Xxxxxxx hereby reiterate its statement and guarantee made in the Purchase Agreement;
7.2 Once completing the registration formalities stipulated in this contract, this contract constitutes legal effective, legally binding obligation for the Xxxxxxx:
7.3 Any equity pledge behavior made by the Xxxxxxx does not violate the relevant provisions of national laws, regulations and other relevant provisions of government departments’ rules, also does not violate any contract, agreement that the Xxxxxxx signed with any third party or any commitments issued to any third party;
7.4 Xxxxxxx shall provide all documents, data relating to this contract to the Pledgee and make sure these documents are true, accurate and complete;
7.5 Xxxxxxx is the only lawful holder of pledged equity;
7.6 Shareholders meeting of Domestic Companies have agreed the share pledge in this contract.
Statement and Guarantee. 4.1 Party A makes the following statements, guarantees and promises:
4.1.1 Party A is a wholly foreign-owned enterprise legally established and effectively existing in accordance with Chinese laws;
4.1.2 Party A has taken necessary corporate actions, obtained necessary powers and authorizations, and gotten the consent and approval of third parties and government departments (if necessary), thus being able to sign and deliver this Agreement and perform the responsibilities and obligations under this Agreement;
4.1.3 Any act of Party A in signing, delivering and fulfilling this Agreement will not cause it to violate any laws, regulations, authorizations, binding agreements on it, or other clear provisions; and
4.1.4 Party A acknowledges that the signing of this Agreement constitutes a legal document that is legal, effective, and binding and enforces its obligations in accordance with the terms of this Agreement.
4.2 Party B makes the following statements, guarantees and promises:
4.2.1 Party B is a domestic company legally established and validly existing in accordance with Chinese laws. Party B has obtained and will maintain all government approvals, reviews, permits, qualifications and licenses required to engage in the Main Business, and Party B guarantees that such approvals, reviews, permits, qualifications and licenses will continue to be valid and legal during the entire validity period of this Agreement and other related contracts. Party B can provide copies of all the aforementioned qualification certificates;
4.2.2 Party B has taken necessary corporate actions, obtained necessary powers and authorizations, and gotten the consent and approval of third parties and government departments (if necessary), thus being able to sign and deliver this Agreement and perform the responsibilities and obligations under this Agreement;
4.2.3 Any act of Party B in signing, delivering and fulfilling this Agreement will not cause it to violate any laws, regulations, authorizations, binding agreements on it, or other clear provisions;
4.2.4 Party B acknowledges that the signing of this Agreement constitutes a legal document that is legal, effective, and binding and enforces its obligations in accordance with the terms of this Agreement;
4.2.5 Party B will pay Party A service fees on time in accordance with this Agreement or other relevant contracts;
4.2.6 Upon the request of Party A, Party B shall provide Party A with relevant information and documents, and arrange a ...
Statement and Guarantee. 8.1 Party B shall make the following statements and guarantee to Party A:
A. Party A is registered and incorporated in accordance with laws of the People’s Republic of China, and legally carries out operating activities within the scope of business license;
B. Party B is capable to perform rights and obligations under this contract;
C. The signing and implementation of this Contract will not violate or collide with laws and administrative provisions that Party B must comply with; the implementation of this contract will not make Party B violate other contract, incorporation files and bylaws it should abide by;
D. All materials provided by Party B to Party A should be authentic, accurate, and complete without any disguise;
E. Party B should guarantee no repeated loan for the same project under this contract;
F. Party B shall submit one report to Party A every half a year to introduce operating situations, project progress and fund use of the Company; where Party B fails to open a bank account in local branch where Party A locates, Party B shall provide the fund withdrawal account opened in other banks, and regularly provide information of fund transactions and relevant certificates;
G. Xiamen Jingsu Trade Co., Ltd. will provide 100% equity guarantee.
Statement and Guarantee. 5.1 Party A shall have the legal right to dispose of the drama elements provided, and guarantee that the entrustment made hereunder shall not infringe the legitimate rights and interests of any third party, nor violate any laws and regulations. Party B shall guarantee that its creative works or works, services and production services (including but not limited to the production process, methods, tools, software, service content, and work results) shall not violate the provisions of national laws and regulations, and do not violate the legitimate rights and interests of others (including but not limited to intellectual property rights and personal rights), otherwise, the resulting legal liability shall be borne by Party B.
5.2 In order to ensure the service quality, Party B promises and guarantees to accept Party A’s supervision and follow the service requirements. If it does not meet the service requirements, Party B shall adjust and modify them in accordance with Party A’s requirements, and fully cooperate with Party A to modify the service requirements proposed for the project to pass the approval. If Party B fails to complete the production of the virtual content within the manner and period agreed herein, or the work results and service quality still do not meet the agreed service requirements, Party A shall have the right to unilaterally terminate this Contract. If this Contract is thus terminated, Party A shall only settle the production expenses according to the workload that has been actually completed by Party B and approved by Party A.
5.3 Both parties declare, state and guarantee to each other as follows:
5.3.1 The right to sign this Contract.
5.3.2 Ability to perform its obligations hereunder; and such performance shall not violate any limitation of applicable laws binding upon them or the lawful rights and interests of any third party.
5.4 If any party violates the above declaration, statement and guarantee, it shall be deemed to breach this Contract and shall be liable for breach of contract as agreed herein.
Statement and Guarantee. 8.1 The company guarantees that it has full disposal rights and intellectual property rights and authorizations for the products under this agreement, and that the products sold are not the subject of any arbitration, litigation, administrative punishment and other procedures.
8.2 The Company shall not be liable for any violation of the environmental protection policy, industrial policy or any other operational restrictions caused by the use of the products under this agreement where the purchaser is located or where the product is used. If you are unable to use these contract products in a specific area due to legal or policy reasons, you are responsible for the consequences, and you cannot request a return or refund for this reason.
8.3 This agreement does not constitute a distribution agreement between the company and you, and you are not a distributor of the company. You must not claim that it is the company's official distributor/distributor or an identity/status with any similar meaning.
8.4 You guarantee that you have the ability and right to sign and perform this agreement in accordance with the laws of the People's Republic of China.
8.5 You guarantee that the documents, materials, vouchers, order information, payment account number, identity number, mobile phone number, transaction instructions, etc. you provide about you are true, accurate, complete and effective, and do not contain major errors that are inconsistent with the facts or omissions of any significant facts.
8.6 You guarantee to abide by the business processes and specifications of the company's website and its partners, and ensure that you do not use the company's website, products and software services in the name of others, and you must not use the company's website, products or software to engage in any illegal behaviours, such as fraud, money laundering, cashing, gambling, etc., do not use stolen, forged bank card accounts or invalid bank card number transactions, and do not use the company’s website for false transactions without a real transaction background.
8.7 You undertake to strictly abide by the relevant provisions of the relevant tax laws and regulations, and prohibit the use of the company's website and/or the payment system of the third-party payment institution to engage in violations of tax regulations and conduct any violations of laws and regulations. If you violate the relevant laws and regulations, rules, regulatory documents and policies, you are responsible fo...
Statement and Guarantee. 7.1 The Founding Shareholders and the Company hereby separately and jointly make a statement and guarantee to the Pledgee as follows:
(1) It is a sole proprietorship, partnership or limited liability Company legally established and validly existing. It has complete and independent legal status and legal capacity, and has obtained appropriate authorization to sign, deliver and perform this Agreement, and can independently act as a party to the litigation subject.
(2) It has the full power and authorization to sign and deliver this Agreement and all other documents that it will sign related to the transactions described in this Agreement, and has the full power and authorization to complete the transactions described in this Agreement.
(3) All reports, documents and information about the Founding Shareholders and the Company and all matters required by this Agreement provided by it for the Pledgee before the Agreement comes into effect, are true and correct in all substantive aspects when this Agreement comes into force.
(4) After this Agreement comes into effect, all reports, documents and information about the Founding Shareholders and the Company and all matters required by this Agreement provided by it for the Pledgee are true and valid in all substantive aspects at the time of their provision.
(5) When this Agreement comes into effect, the Founding Shareholder is the sole legal owner of the Pledged Property held by it. There is no Dispute about the ownership of the Pledged Property held by Existing Shareholders or Founding Shareholders that is known to be likely to occur. The Founding Shareholders have the right to dispose of any or all the Pledged Property held by them.
(6) Except for the security rights established on the Pledged Property due to this Agreement, the rights established under the Transaction Agreements, and the Equity Pledge that has been disclosed to the Pledgee, there are no other guaranteed rights or interests of third Parties on the Pledged Property.
(7) The Pledged Property held by the Founding Shareholder can be pledged and transferred in accordance with the law, and the Founding Shareholder has full rights and powers to pledge his Pledged Property to the Pledgee in accordance with the provisions of this Agreement.
(8) After properly signed, this Agreement constitutes a legal, effective and binding obligation for it.
(9) The signing and performance of this Agreement, and any consent, permission, waiver, authorization of the third p...
