Common use of Statement and Guarantee Clause in Contracts

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 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. (6) Party B guarantees to strictly abide by various national laws during the business activities and strictly develop various businesses within the validated business scope. (7) In case Party B fails to perform the repayment obligation as agreed in the Contract, when Party A applies to the jurisdictional court for the order of payment, Party B waives the right for objection. (8) Party B guarantees to maintain or improve the present business management level for preserving or increasing the value of existing assets, and promise not to waive any debt or dispose existing properties freely or improperly or at the price obviously lower than the market price. (9) Party B promises not to have any major event, which may influence the obligation performance thereof under the Contract, at contract signing. (10) Party B guarantees that the financial statement provided thereby to Party A is prepared according to existing laws and accepted accounting standards, and can truthfully accurately reflect the financial condition of Party B in the accounting period concerned; other information provided thereby to Party A for the loans under the Contract is truthful, accurate, legal and valid, and the copies or the scanning copies submitted thereby are consistent with the original copies. (11) Unless otherwise specified in laws, the indemnification sequence of the loans should be in preference to any current or future debt of Party B. (12) In case the event, which is sufficient to influence the contractual capacity of Party B under the Contract, occurs or will occur, Party B promises to immediately provide other measures for guaranteeing or improving the contractual capacity thereof as required by Party A before continuous contract execution. (13) Party B promises not to involve in any intentional, potential or existing, pending or possible civil or criminal lawsuit, arbitration, dispute, administrative procedure or other legal procedures (14) Party B guarantees that all documents regarding the Contract or the loans, including but not limited to all documents listed in the “Definition and Interpretation Rule” of the Contract, are not violated, and Party A’s rights under these documents are not damaged. (15) Party B agrees Party A to check the credit status thereof from the People's Bank of China, or the credit database approved to be established by the competent department for loan credit investigation, or relevant units and departments, and also agrees Party A to provide the information thereof to the People's Bank of China and the credit database approved to be established by the competent department for loan credit investigation. Moreover, Party B agrees that Party A may reasonably utilize and disclose the information thereof according to business needs but should abide by the confidentiality responsibility as agreed in the Contract. (16) In case Party B involves in the arrears of loan principal and interest or other default events, Party A has the right to notify to relevant department or unit and announce relevant collection through news media. 16.3 Various statements and guarantees mentioned in the Contract should be deemed to be remade on the basis of the duly existing facts and situations at any time within the period from the date of contract signing to the date of contract termination or to the completion date of contract performance.

Appears in 1 contract

Samples: Trust Loan Contract (Kingold Jewelry, Inc.)

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Statement and Guarantee. 16.1 Party A should state hereby makes the following statement and guarantee as follows which are seen to be made by Party A repetitively per time when Party B upon the contract signing provides Party A with financing as per this Agreement and performance:financing attachments and shall always remain valid. (1) Party A, A is the enterprise (public institution) legal person or other economic organization duly established as an existing business entity legally establishedper applicable laws and enjoying independent legal person qualification and complete financial system and repayment capacity, has the corresponding civil right capability rights to conclude and civil act capability for signing the Contract.perform this Agreement as per laws, sign this Agreement and any document related to this Agreement and has taken all necessary company behaviors to make this Agreement and any document related to this Agreement legal, valid and executable forcefully; (2) Party A signs this Agreement and performs its obligations under this Agreement without violating any other contract or document it has completed signed, the external approval and the internal authorization procedures needed for signing the Contractcompany’s articles of association, and the Contract is signed by the signatory authorized by Party Aany applicable law, and the Contract is legally binding upon Party A since the execution thereofregulation or administrative order, relevant documents, judgment or ruling of competent authority or conflicting any other obligation or arrangement it shall follow. (3) Where Party A should obtain the authorizationand its any shareholder or associated company does not involve any liquidation, approval bankruptcy or consent from relevant government organization for the contract signing reorganization program or for the performance of the business indicated in the Contractis not merged, Party A promises combined, separated, reconstructed, dissolved, shut down or does not enter similar legal programs or any case that may lead to have obtained such authorization, approval or consent which has full validitylegal procedures. (4) Party A guarantees does not involve any economic, civil, criminal, administrative proceeding or similar arbitration procedure that may exert adverse influence on it or any case that may lead to carefully read the Contract before signing the Contract and accurately understand the its involvement in such legal implications of the rights and obligations among the contracting parties and the responsibility articles, and have no objection upon all articles of the Contractprocedure or similar arbitration procedure. (5) No any major assets of Party A has the right to issue the trust loans to Party B in A’s legal representative, director, director or other senior managers and its own nameclient are executed forcefully, 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 Bsealed up, as an existing business entity legally establisheddetained, 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 proceduresfrozen, including but not limited retained or supervised or involve any case that may lead 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 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 Contractconsequence above. (6) Party A ensures all the financial statements it issues (if any) conform to the applicable laws and reflect its financial conditions truthfully, completely and fairly; all the documents, data and information it provides for Party B guarantees to strictly abide by various national laws during about itself and the business activities guarantor when signing and strictly develop various businesses within the validated business scopeperforming this Agreement are authentic, valid, accurate and complete and do not conceal or omit anything required. (7) In case Party B fails to perform the repayment obligation as agreed in the Contract, when Party A applies to deals with all matters as per applicable laws and regulations, develop business based on the jurisdictional court for the order scope of payment, Party B waives the right for objection.business specified in its business license or approved as per laws and go through registration and annual check formalities in time; (8) Party A has disclosed the facts and conditions that it knows or shall know and based on which Party B guarantees decides whether granting the credit under this Agreement to maintain or improve the present business management level for preserving or increasing the value of existing assetsParty B (including but not limited to business, finance and promise not to waive any debt or dispose existing properties freely or improperly or at the price obviously lower than the market priceexternal guarantee). (9) Party B promises not A’s internal management documents related to environment and social risks conform to laws and regulations and have any major event, which may influence the obligation performance thereof under the Contract, at contract signingbeen implemented faithfully. (10) Party B guarantees A ensures it has no any other case or event that the financial statement provided thereby to Party A is prepared according to existing laws and accepted accounting standards, and can truthfully accurately reflect the financial condition of Party B in the accounting period concerned; other information provided thereby to Party A for the loans under the Contract is truthful, accurate, legal and valid, and the copies causes or the scanning copies submitted thereby are consistent with the original copiesmay cause major adverse influence on its performance capacity. (11) Unless otherwise specified in laws, the indemnification sequence of the loans should be in preference to any current or future debt of Party B. (12) In case the event, which is sufficient to influence the contractual capacity of Party B under the Contract, occurs or will occur, Party B promises to immediately provide other measures for guaranteeing or improving the contractual capacity thereof as required by Party A before continuous contract execution. (13) Party B promises not to involve in any intentional, potential or existing, pending or possible civil or criminal lawsuit, arbitration, dispute, administrative procedure or other legal procedures (14) Party B guarantees that all documents regarding the Contract or the loans, including but not limited to all documents listed in the “Definition and Interpretation Rule” of the Contract, are not violated, and Party A’s rights under these documents are not damaged. (15) Party B agrees Party A to check the credit status thereof from the People's Bank of China, or the credit database approved to be established by the competent department for loan credit investigation, or relevant units and departments, and also agrees Party A to provide the information thereof to the People's Bank of China and the credit database approved to be established by the competent department for loan credit investigation. Moreover, Party B agrees that Party A may reasonably utilize and disclose the information thereof according to business needs but should abide by the confidentiality responsibility as agreed in the Contract. (16) In case Party B involves in the arrears of loan principal and interest or other default events, Party A has the right to notify to relevant department or unit and announce relevant collection through news media. 16.3 Various statements and guarantees mentioned in the Contract should be deemed to be remade on the basis of the duly existing facts and situations at any time within the period from the date of contract signing to the date of contract termination or to the completion date of contract performance.

Appears in 1 contract

Samples: Financing Agreement (Xunlei LTD)

Statement and Guarantee. 16.1 Party A should state 3.1 The Parties of this Agreement hereby represent and guarantee warrant as follows to Party B upon the contract signing and performancefollows: (1a) Party AThis party is a legally established company with good standing or the individual having full capacity for civil conduct, as an existing business entity legally established, and has the corresponding civil full right capability and civil act capability capacity to sign and perform this Agreement and the other documents related to this Agreement, required for signing realizing the Contractpurposes of this Agreement; (b) This party has taken or is going to take all the necessary actions, so as to appropriately and effectively authorize the signing, delivery and fulfillment of this Agreement and the documents related to the transactions under this Agreement, and such signing, delivery and fulfillment shall not breach the relevant laws and regulations as well as the governmental rules, without any violation of the legal rights and interests of any third party. (2) 3.2 Party B and Party C jointly and individually represent and warrant to Party A has completed the external approval as follows: (a) Currently, Party B legally and the internal authorization procedures needed for signing the Contracteffectively holds 100% equity of Party C, and the Contract is signed by the signatory authorized acquisition and holding of such equity by Party AB neither breach any law and regulation or the governmental decision, nor violate the interests and the Contract is legally binding upon Party A since the execution thereof.rights of any third party; (3b) Where Party A should obtain C is a company with limited liability which is established and legally existing under the authorization, approval or consent from relevant government organization for the contract signing or for the performance laws of the People’s Republic of China, having full capacity for civil rights and capacity for civil conduct, being entitled to possess, dispose and manage its assets and businesses, as well as to develop the ongoing or planned business. Party C has gained all the permit certificates, qualification certificates or the approval, verification, reference or registration procedures of the governmental department for engaging in all said businesses stated in its business indicated in the Contract, Party A promises to have obtained such authorization, approval or consent which has full validity.license; (4c) Since the establishment of Party A guarantees to carefully read C, it never breaches the Contract before signing relevant laws and regulations or 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.governmental rules; (5d) The equity of Party A C held by Party B has no security interest or any other third party right; (e) This Party does not fail to provide any document or information related to Party C and its business which may affect the right signing of this Agreement; (f) Before the completion of equity transfer, this party will not authorize or issue or promise to issue the trust loans to Party B in its own nameequity other than the equity that has been issued before the conclusion date of this Agreement by any action or inaction, and it will not change 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 registered capital 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 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. (6) Party B guarantees to strictly abide by various national laws during the business activities and strictly develop various businesses within the validated business scope. (7) In case Party B fails to perform the repayment obligation as agreed in the Contract, when Party A applies to the jurisdictional court for the order of payment, Party B waives the right for objection. (8) Party B guarantees to maintain or improve the present business management level for preserving or increasing the value of existing assets, and promise not to waive any debt or dispose existing properties freely or improperly or at the price obviously lower than the market price. (9) Party B promises not to have any major event, which may influence the obligation performance thereof under the Contract, at contract signing. (10) Party B guarantees that the financial statement provided thereby to Party A is prepared according to existing laws and accepted accounting standards, and can truthfully accurately reflect the financial condition shareholders’ structure of Party B in the accounting period concerned; other information provided thereby to Party A for the loans under the Contract is truthful, accurate, legal and valid, and the copies or the scanning copies submitted thereby are consistent with the original copiesC by any form. (11) Unless otherwise specified in laws, the indemnification sequence of the loans should be in preference to any current or future debt of Party B. (12) In case the event, which is sufficient to influence the contractual capacity of Party B under the Contract, occurs or will occur, Party B promises to immediately provide other measures for guaranteeing or improving the contractual capacity thereof as required by Party A before continuous contract execution. (13) Party B promises not to involve in any intentional, potential or existing, pending or possible civil or criminal lawsuit, arbitration, dispute, administrative procedure or other legal procedures (14) Party B guarantees that all documents regarding the Contract or the loans, including but not limited to all documents listed in the “Definition and Interpretation Rule” of the Contract, are not violated, and Party A’s rights under these documents are not damaged. (15) Party B agrees Party A to check the credit status thereof from the People's Bank of China, or the credit database approved to be established by the competent department for loan credit investigation, or relevant units and departments, and also agrees Party A to provide the information thereof to the People's Bank of China and the credit database approved to be established by the competent department for loan credit investigation. Moreover, Party B agrees that Party A may reasonably utilize and disclose the information thereof according to business needs but should abide by the confidentiality responsibility as agreed in the Contract. (16) In case Party B involves in the arrears of loan principal and interest or other default events, Party A has the right to notify to relevant department or unit and announce relevant collection through news media. 16.3 Various statements and guarantees mentioned in the Contract should be deemed to be remade on the basis of the duly existing facts and situations at any time within the period from the date of contract signing to the date of contract termination or to the completion date of contract performance.

Appears in 1 contract

Samples: Equity Disposal Agreement (Synutra International, Inc.)

Statement and Guarantee. 16.1 Party A should state hereby makes the following statements and guarantee as follows guarantees which are seen to be made by Party A repetitively per time when Party B upon the contract signing provides Party A with financing as per this Agreement and performance:financing attachments and shall always remain valid. (1) Party A, A is the enterprise (public institution) legal person or other economic organization duly established as an existing business entity legally establishedper applicable laws and enjoying independent legal person qualification and complete financial system and repayment capacity, has the corresponding civil right capability rights to conclude and civil act capability for signing the Contract.perform this Agreement as per laws, sign this Agreement and any document related to this Agreement and has taken all necessary company behaviors to make this Agreement and any document related to this Agreement legal, valid and executable forcefully; (2) Party A signs this Agreement and performs its obligations under this Agreement without violating any other contract or document it has completed signed, the external approval and the internal authorization procedures needed for signing the Contractcompany’s articles of association, and the Contract is signed by the signatory authorized by Party Aany applicable law, and the Contract is legally binding upon Party A since the execution thereofregulation or administrative order, relevant documents, judgment or ruling of competent authority or conflicting any other obligation or arrangement it shall follow. (3) Where Party A should obtain the authorization, approval and any shareholder or consent from relevant government organization for the contract signing or for the performance associated company of the business indicated in the Contract, Party A promises are not involved in any liquidation, bankruptcy or reorganization program or is not merged, combined, separated, reconstructed, dissolved, shut down or does not enter similar legal programs or any case that may lead to have obtained such authorization, approval or consent which has full validitylegal procedures. (4) Party A guarantees does not involve any economic, civil, criminal, administrative proceeding or similar arbitration procedure that may exert adverse influence on it or any case that may lead to carefully read the Contract before signing the Contract and accurately understand the its involvement in such legal implications of the rights and obligations among the contracting parties and the responsibility articles, and have no objection upon all articles of the Contractprocedure or similar arbitration procedure. (5) No any major assets of Party A has the right to issue the trust loans to Party B in A’s legal representative, director, director or other senior managers and its own nameclient are executed forcefully, 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 Bsealed up, as an existing business entity legally establisheddetained, 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 proceduresfrozen, including but not limited retained or supervised or involve any case that may lead 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 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 Contractconsequence above. (6) Party A ensures all the financial statements it issues (if any) conform to the applicable laws and reflect its financial conditions truthfully, completely and fairly; all the documents, data and information it provides for Party B guarantees to strictly abide by various national laws during about itself and the business activities guarantor when signing and strictly develop various businesses within the validated business scopeperforming this Agreement are authentic, valid, accurate and complete and do not conceal or omit anything required. (7) In case Party B fails to perform the repayment obligation as agreed in the Contract, when Party A applies to deals with all matters applicable under laws and regulations, develop business based on the jurisdictional court for the order scope of payment, Party B waives the right for objection.business specified in its business license or approved as per laws and go through registration and annual check formalities in time; (8) Party A has disclosed the facts and conditions that it knows or shall know and based on which Party B guarantees decides whether granting the credit under this Agreement to maintain or improve the present business management level for preserving or increasing the value of existing assetsParty B (including but not limited to business, finance and promise not to waive any debt or dispose existing properties freely or improperly or at the price obviously lower than the market priceexternal guarantee). (9) Party B promises not A’s internal management documents related to environment and social risks conform to laws and regulations and have any major event, which may influence the obligation performance thereof under the Contract, at contract signingbeen implemented faithfully. (10) Party B guarantees A ensures it has no any other case or event that the financial statement provided thereby to Party A is prepared according to existing laws and accepted accounting standards, and can truthfully accurately reflect the financial condition of Party B in the accounting period concerned; other information provided thereby to Party A for the loans under the Contract is truthful, accurate, legal and valid, and the copies causes or the scanning copies submitted thereby are consistent with the original copiesmay cause major adverse influence on its performance capacity. (11) Unless otherwise specified in laws, the indemnification sequence of the loans should be in preference to any current or future debt of Party B. (12) In case the event, which is sufficient to influence the contractual capacity of Party B under the Contract, occurs or will occur, Party B promises to immediately provide other measures for guaranteeing or improving the contractual capacity thereof as required by Party A before continuous contract execution. (13) Party B promises not to involve in any intentional, potential or existing, pending or possible civil or criminal lawsuit, arbitration, dispute, administrative procedure or other legal procedures (14) Party B guarantees that all documents regarding the Contract or the loans, including but not limited to all documents listed in the “Definition and Interpretation Rule” of the Contract, are not violated, and Party A’s rights under these documents are not damaged. (15) Party B agrees Party A to check the credit status thereof from the People's Bank of China, or the credit database approved to be established by the competent department for loan credit investigation, or relevant units and departments, and also agrees Party A to provide the information thereof to the People's Bank of China and the credit database approved to be established by the competent department for loan credit investigation. Moreover, Party B agrees that Party A may reasonably utilize and disclose the information thereof according to business needs but should abide by the confidentiality responsibility as agreed in the Contract. (16) In case Party B involves in the arrears of loan principal and interest or other default events, Party A has the right to notify to relevant department or unit and announce relevant collection through news media. 16.3 Various statements and guarantees mentioned in the Contract should be deemed to be remade on the basis of the duly existing facts and situations at any time within the period from the date of contract signing to the date of contract termination or to the completion date of contract performance.

Appears in 1 contract

Samples: Financing Agreement (Xunlei LTD)

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Statement and Guarantee. 16.1 Party A should state hereby makes the following statement and guarantee as follows which are seen to be made by Party A repetitively per time when Party B upon the contract signing provides Party A with financing as per this Agreement and performance:accompanying financing documents and shall always remain valid. (1) Party A, A is the enterprise (public institution) legal person or other economic organization duly established as an existing business entity legally establishedper applicable laws and enjoying independent legal person qualification and complete financial system and repayment capacity, has the corresponding civil right capability rights to conclude and civil act capability for signing the Contract.perform this Agreement as per laws, sign this Agreement and any document related to this Agreement and has taken all necessary company behaviors to make this Agreement and any document related to this Agreement legal, valid and executable forcefully; (2) Party A signs this Agreement and performs its obligations under this Agreement without violating any other contract or document it has completed signed, the external approval and the internal authorization procedures needed for signing the Contractcompany’s articles of association, and the Contract is signed by the signatory authorized by Party Aany applicable law, and the Contract is legally binding upon Party A since the execution thereofregulation or administrative order, relevant documents, judgment or ruling of competent authority or conflicting any other obligation or arrangement it shall follow. (3) Where Party A should obtain the authorizationand any of its shareholders or associated company does not involve any liquidation, approval bankruptcy or consent from relevant government organization for the contract signing reorganization program or for the performance of the business indicated in the Contractis not merged, Party A promises combined, spin-off, reconstructed, dissolved, shut down or does not enter similar legal programs or any case that may lead to have obtained such authorization, approval or consent which has full validitylegal procedures. (4) Party A guarantees does not involve any economic, civil, criminal, administrative proceeding or similar arbitration procedure that may exert adverse influence on it or any case that may lead to carefully read the Contract before signing the Contract and accurately understand the its involvement in such 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.procedure or similar arbitration procedure. ​ ​ ​ ​ ​ ​ (5) No any major assets of Party A has the right to issue the trust loans to Party B in A’s legal representative, director, director or other senior managers and its own nameclient are executed forcefully, 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 Bsealed up, as an existing business entity legally establisheddetained, 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 proceduresfrozen, including but not limited retained or supervised or involve any case that may lead 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 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 Contractconsequence above. (6) Party A ensures all the financial statements it issues (if any) conform to the applicable laws and reflect its financial conditions truthfully, completely and fairly; all the documents, data and information it provides for Party B guarantees to strictly abide by various national laws during about itself and the business activities guarantor when signing and strictly develop various businesses within the validated business scopeperforming this Agreement are authentic, valid, accurate and complete and do not conceal or omit anything required. (7) In case Party B fails to perform the repayment obligation as agreed in the Contract, when Party A applies to deals with all matters as per applicable laws and regulations, develops business based on the jurisdictional court for the order scope of payment, Party B waives the right for objection.business specified in its business license or approved as per laws and goes through registration and annual check formalities in time; (8) Party A has disclosed the facts and conditions that it knows or shall know and based on which Party B guarantees decides whether granting the credit under this Agreement to maintain or improve the present business management level for preserving or increasing the value of existing assetsParty B (including but not limited to business, finance and promise not to waive any debt or dispose existing properties freely or improperly or at the price obviously lower than the market priceexternal guarantee). (9) Party B promises not A’s internal management documents related to environment and social risks conform to laws and regulations and have any major event, which may influence the obligation performance thereof under the Contract, at contract signingbeen implemented faithfully. (10) Party B guarantees A ensures it has no any other case or event that the financial statement provided thereby to Party A is prepared according to existing laws and accepted accounting standards, and can truthfully accurately reflect the financial condition of Party B in the accounting period concerned; other information provided thereby to Party A for the loans under the Contract is truthful, accurate, legal and valid, and the copies causes or the scanning copies submitted thereby are consistent with the original copiesmay cause major adverse influence on its performance capacity. (11) Unless otherwise specified in laws, the indemnification sequence of the loans should be in preference to any current or future debt of Party B. (12) In case the event, which is sufficient to influence the contractual capacity of Party B under the Contract, occurs or will occur, Party B promises to immediately provide other measures for guaranteeing or improving the contractual capacity thereof as required by Party A before continuous contract execution. (13) Party B promises not to involve in any intentional, potential or existing, pending or possible civil or criminal lawsuit, arbitration, dispute, administrative procedure or other legal procedures (14) Party B guarantees that all documents regarding the Contract or the loans, including but not limited to all documents listed in the “Definition and Interpretation Rule” of the Contract, are not violated, and Party A’s rights under these documents are not damaged. (15) Party B agrees Party A to check the credit status thereof from the People's Bank of China, or the credit database approved to be established by the competent department for loan credit investigation, or relevant units and departments, and also agrees Party A to provide the information thereof to the People's Bank of China and the credit database approved to be established by the competent department for loan credit investigation. Moreover, Party B agrees that Party A may reasonably utilize and disclose the information thereof according to business needs but should abide by the confidentiality responsibility as agreed in the Contract. (16) In case Party B involves in the arrears of loan principal and interest or other default events, Party A has the right to notify to relevant department or unit and announce relevant collection through news media. 16.3 Various statements and guarantees mentioned in the Contract should be deemed to be remade on the basis of the duly existing facts and situations at any time within the period from the date of contract signing to the date of contract termination or to the completion date of contract performance.

Appears in 1 contract

Samples: Credit Line Agreement (Xunlei LTD)

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