Statements and Guarantees a) Party A hereby states and guarantees as follows:
(1) Party A has all the necessary authorizations to formally and effectively sign and perform the Contract and possess all the necessary powers and capabilities to lease the House to Party B in accordance with applicable laws.
(2) Party A’s signing and performance of the Contract shall not constitute a violation of the applicable law or any contract signed by Party A with any third party.
(3) Party A guarantees that the House has been built and in good condition in accordance with applicable laws (including but not limited to safety and health related laws and regulations) and has legal ownership over it.
b) Party B hereby states and guarantees as follows:
(1) Party B has all the necessary authorizations to formally and effectively sign and perform the Contract.
(2) Party B has legal business qualification. During the renewal of the Contract, Party B will engage in business activities in accordance with the scope of its business license, and its business activities must comply with the relevant provisions of national laws and regulations.
(3) Party B promises not to disclose any information involved in the Contract to any third party, including but not limited to the rental price. If Party B’s behavior leaks any of above mentioned information, Party A reserves the right to retroactively indemnify Party B.
Statements and Guarantees. 4.1 The Transferor hereby makes the following statements and guarantees to the Transferee as follows, and the statements and guarantees are true, accurate, complete and not misleading as of the Execution Date of this Agreement:
4.1.1 It is a legal entity duly established and validly existing under the laws of the jurisdiction of its incorporation, and may act independently as a subject of litigation;
4.1.2 It possesses all necessary capabilities, powers and authorizations to execute and perform this Agreement and has obtained all internal, third party and/or any governmental authority consents, approvals, and/or filings (if applicable) necessary for its execution and performance of this Agreement, the Agreement shall constitute its binding legal obligation;
4.1.3 Its execution in and fulfillment of the Transaction Documents will not result in (1) a violation of its constitutive documents, articles of association or other binding constitutional documents; (2)a breach of any contracts, agreements, or other legal document binding on it; nor (3) will it contravene any laws, regulations, departmental rule, normative documents, orders, or decisions of any administrative authorities, nor the ruling, award, or judgment of any arbitration institutions or judicial authorities;
4.1.4 It lawfully owns the Target Equity, with the Company’s registered capital corresponding to the Target Equity held by the Transferor being fully and validly paid in accordance with the Company’s Articles of Association. There exists no overdue, evaded, or falsely represented capital contribution;
4.1.5 There are no encumbrances such as mortgages, pledges, or other securities over the Target Equity held by the Transferor. There are no communal, sequestration, trusteeship, or other restrictions on rights (including any third-party claims, including those by governmental authorities, or any vote-by-proxy arrangements or voting right trust arrangements). Moreover, there are no nominee holdings, similar arrangements, disputes, or litigations.
4.2 The Transferee hereby makes the following statements and guarantees to the Transferor as follows, and the statements and guarantees are true, accurate, complete and not misleading as of the Execution Date of this Agreement:
4.2.1 It is a legal entity duly established and validly existing under the laws of the jurisdiction of its incorporation, and may act independently as a subject of litigation;
4.2.2 It possesses all necessary capabilities, powers a...
Statements and Guarantees. The Guarantor hereby makes the following statements and guarantees to the Lender:
(1) The Guarantor is an independent legal entity, has all necessary legal capacities and is able to fulfill lender’s rights and undertake liabilities under this Contract on its own.
(2) The Guarantor is entitled to execute this Contract and completes all authorization and approvals necessary for executing this Contract and fulfilling its lender’s rights under this Contract. All the terms of this Contract are the authenticity declaration of will of the Guarantor and binding upon the Guarantor.
(3) The Guarantor promises to comply with laws. The execution and performance of this Contract is neither inconsistent with laws (including laws, regulations, rules, local regulations and judicial interpretation), articles of association, documents of relevant organs, judgments and rulings that the Guarantor must comply with nor in conflict with any contract or agreement executed by the Guarantor or any other lender’s right undertaken by the Guarantor.
(4) The Guarantor guarantees that all of its financial statements (if any) comply with the laws of the People’s Republic of China (excluding Hong Kong, Macao and Taiwan), are authenticity and complete, and fairly represent the financial status of the Guarantor, and that all information and documents involved in this Contract are authenticity, effective, accurate and complete with no omission.
(5) The Guarantor promises to complete filing, registration or other procedures necessary for the effectiveness and performance of this Contract and pay relevant taxes and expenses.
(6) Since the issuance of the latest audited financial statement, no substantial adverse change has happened to the operation status or financial status of the Guarantor.
(7) The Guarantor has disclosed to the Lender facts and status that the Guarantor knows or should know and are necessary for the Lender to determine whether to grant financing under the master contract.
(8) On the date of the execution of this Contract and during the performance of this Contract, the Guarantor has not defaulted and will not default any wage, medical or disability allowance, pension or compensation.
(9) The Guarantor suffers from no situation or fact which causes or may cause substantial adverse influence to the ability of the Guarantor to fulfill contract.
Statements and Guarantees. 9.1. Each Party states and guarantees another Party that in order to perform this Agreement:
9.1.1. he/she has full rights and authorities to conclude and fulfill the terms and conditions of this Agreement;
9.1.2. he/she has made the corporate decision, which is necessary to authorize the performance of this Agreement.
9.2. He/she shall without delay inform the Agent of any data modifications specified by the Partner by e-mail (at the address specified in the corresponding section in the Web Service) subject to receiving confirmation of receiving information by the Agent.
Statements and Guarantees. 3.1 The Guarantor is an independent legal entity, has all necessary legal capacities and is able to fulfill lender’s rights and undertake liabilities under this Contract on its own.
3.2 The Guarantor is entitled to execute this Contract and completes all authorization and approvals necessary for executing this Contract and fulfilling its lender’s rights under this Contract.
3.3 All documents, information, data, provided by guarantor during the execution and fulfillment of this contract is true, accurate, complete and effective.
3.4 At the time of signature of this contract, the Borrower is not the shareholder or control person under company law.
Statements and Guarantees. The Borrower hereby makes following statements and guarantees to the Lender. The statements and guarantees shall be in force after signed and be effective and valid within the term of the Contract.
4-1 The Borrower is the enterprise (institution) as legal person registered in accordance with Chinese laws. The Borrower owns sufficient rights to all of its assets, has full capability for civil conducts and assumes civil liability independently.
4-2 The Borrower has authorized the representative to execute the Contract. All terms and conditions of the Contract reflect true meaning of the Borrower and have legal binding upon the Borrower.
4-3 Execution and performance of the Contract by the Borrower will not violate the laws, regulations, decrees, judgments, rulings and orders which the Borrower shall abide by, or conflict with the articles of association of the Borrower, or any contract or agreement which the Borrower executes or any other obligations which the Borrower shall assume.
4-4 The Borrower shall at the requirements of the Lender provide true information concerning relevant operation and financial situation of the Borrower. The Borrower ensures that all financial statements issued by it comply with pertinent Chinese laws and regulations and reflect truly and justly the financial situation of the Borrower, and all documents and materials involved in the Contract are true, effective, complete, exact and free of camouflage.
4-5 The Borrower does not conceal any litigations, arbitrations, administrative proceedings, property preservation measures or enforcement procedures which have occurred or will occur and will or may affect its execution or performance of the Contract or may cause material adverse impact upon its operation or finance, or other events which may cause material adverse impacts.
Statements and Guarantees. 3.1 The statements and guarantees of both parties is as follows:
3.1.1 Party A is a validly existing company lawfully established in accordance with the Chinese law.
3.1.2 Party A shall carry out this Agreement with the corporate power and business scope, be authorized and obtain the consent and approval of the third party and government departments without violating the limitation in the relevant law and contract;
3.1.3 Once entered into, this Agreement shall be lawful, effective, stringent and executive to Party A.
3.2 Party B hereby states and guarantees as follows:
3.2.1 Party B is a validly existing company lawfully registered in accordance with the Chinese law;
3.2.2 Party B shall carry out this Agreement with the corporate power and business scope; be authorized and obtain the consent and approval of the third party and government departments without violating the limitation in the relevant law and contract;
3.2.3 Once entered into, this Agreement shall be lawful, effective, stringent and executive to Party B.
Statements and Guarantees. The Borrower states as follows:
1) the Borrower has been registered and exists in accordance with laws;
2) the Borrower has obtained necessary authorization for executing the Contract;
3) all documents, materials, statements and vouchers provided to the Lender by the Borrower are exact, true, complete and effective;
4) the Borrower does not conceal any of the following circumstances which have occurred, are occurent or may affect judgment of its capability of performance of the Contract:
a. the Borrower or its main leaders are involved in significant breach of violation of laws or are claimed;
b. breaches of the Borrower under other Contracts;
c. debts and contingent debts borne by the Borrower or mortgage and pawn to a third party;
d. litigations and arbitrations in dispute; and
e. other circumstances which may impact finance and repayment capability of the Borrower. The Borrower undertakes as follows:
1) the Borrower will at the requirements of the Lender submit up-to-date financial statements on a monthly basis and the audited financial statements of previous year in the first quarter every year; the Borrower will provide from time to time at the requirements of the Lender documents and materials, including, but not limited to, reports and statements on operation and finance of the Borrower;
2) if the Borrower has concluded or will conclude a counterguarantee agreement or similar agreements with the guarantor hereunder concerning its guarantee obligation, the agreement will not impact any right of the Lender hereunder;
3) the Borrower will accept the credit inspection and supervision conducted by the Lender and will assist and cooperate sufficiently;
4) the Borrower will notify the Lender in advance if it reduces registered capital, changes property materially or adjusts operation mode (including, but not limited to, joint venture or cooperation with foreigners; division, merger, acquisition or being annexed; reconstruction, establishment or rebuilding of a joint stock company; change of such operation modes as lease, contract, joint management and custody). Where the said conducts will impact the Borrower’s capability of repayment adversely, the consent of the Lender shall be obtained.
5) the Borrower may not dispose its own assets in a way which may decrease its capability of repayment. The Borrower shall notify the Lender in time when providing guarantee to a third party or mortgage or impawn its own assets, and the Borrower shall guarantee that all ...
Statements and Guarantees. The Leasee gives following statements and guarantees to the Lxxxxx, and these statements and guarantees are valid within valid term of this Contract:
6.1 To be qualified to be the subject of the gold lease, have the qualification and ability to sign and perform this Contract.
6.2 To have obtained necessary authorization or approval when signing this Contract, signing and performing this Contract do not breach the provisions of the Articles of Association and related laws and regulations, nor collide with any obligation that it shall undertake under other contract.
6.3 Other paybale debts have already been paid on schedule, on malicious default principal and interest of bank loan, no other poor credit record.
6.4 To own sound institutional framework and financial management system, no serious illegal behavior in production and operation process in recent one year, no serious bad record of current senior managers.
6.5 All the documents and data provided to the Lxxxxx are true, accurate, complete and valid, no false record, serious omission or misleading statement.
6.6 The financial and accounting books provided to the Lxxxxx are compiled according to Chinese accounting standard, which truly, fairly and completely reflect the operation and liability state of the Leasee. And since the closing date of latest financial and accounting book, no great disadvantageous change happens to the financial status of the Lease.
6.7 Never to hide any lawsuit, arbitration or claim event related to it to the Lxxxxx.
6.8 The gold price may occur strong fluctuation due to influence of all kinds of domestic and international political and economical factors and emergencies. The Leasee has sufficiently understood above-mentioned risks and potential influences.
Statements and Guarantees. The Borrower hereby makes the following statements and guarantees to the Lender which always remain effective within effective period of this contract:
7.1 The Borrower has a right as principal according to law as well as the qualification and ability to sign and perform this contract.
7.2 The Borrower has already obtained all necessary authorizations or approvals for signing of this contract, and signing and performing of this contract have neither violated stipulations set out in articles of association of this company and relevant laws and regulations nor collided with other obligations performable under this contract.
7.3 Other debts payable are already repaid as scheduled and the Borrower does not delay the repayment of principal and interest of bank loan in a malicious way.
7.4 The Borrower has a complete organization structure and financial management system, it has not engaged in any behavior significantly violating rules and regulations during production and operation within recent one year, and the incumbent senior management personnel of the Borrower have no major unfavorable records.
7.5 All documents and materials provided for the Lender are authentic, accurate, complete and effective and they are free from any false recoding, major omission or misleading statement.
7.6 The financial accounting reports provided for the Lender are prepared according to Chinese accounting standards and they have truly, fairly and completely reflected the operation situation and liabilities of the Borrower. Besides, the financial condition of the Borrower has not gone through any major adverse change since the deadline of the latest financial accounting reports.
7.7 The Borrower has not concealed any lawsuit, arbitration or claim it is involved from the Lender.
