Common use of Statements and Guarantees Clause in Contracts

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. The Guarantor hereby makes the following statements Mortgager states and guarantees as follows: 1) the Mortgager has complete capability of civil conducts and enjoys legal title or disposal right to the Lender:guaranties; (12) the Mortgager guarantees that there is no co-owner of the guaranties, or the Mortgager has obtained the written permission of all co-owners, if any. The Guarantor Mortgager undertakes that such written permission will be submitted to the Mortgagee before executing the Contract; 3) the Mortgager is an independent completely aware of the contents herein. The Mortgager is willing to execute and perform the Contract, which are its true meaning. The legal entity, has all necessary legal capacities and is able to fulfill lender’s rights and undertake liabilities under this representative or authorized signatory who signs the 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 behalf of the Guarantor Mortgager are empowered legally and validly by the Company. Execution and performance of the Contract will not violate any other contracts, agreements or legal documents which are binding upon the Guarantor. (3) The Guarantor promises to comply with lawsMortgager. The execution Mortgager has obtained, or will obtain, all of necessary approval, permission, records or registration for establishment of the mortgage; 4) all documents 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 materials provided to the Guarantor must comply with nor in conflict with any contract or agreement executed Mortgagee by the Guarantor Mortgager are true, exact, complete and valid; 5) the Mortgager does not conceal any right of mortgage, right of pledge, lien or any other lender’s right undertaken rights and interests secured which have been established on the guaranties by the Guarantor. (4) The Guarantor guarantees that all end 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 Contract; 6) if the performance of this ContractMortgager dissolves, is revoked or (is applied) applies for bankruptcy, or facts which may affect the Mortgager’s finance occur, or new significant debts are made on the guaranties or the guaranties are sealed up, the Guarantor has not defaulted Mortgager shall, as soon as possible, notify the Mortgagee without any delay; 7) if the guaranties are projects in construction, the Mortgager guarantees that the guaranties are free of priority of compensation of any third party. In case of such priority of compensation, the Mortgager ensures to make such a third party issue a written statement proving waiver of the priority of compensation, and the written statement 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 be submitted to the ability of the Guarantor to fulfill contractMortgagee.