Statements and Undertakings Sample Clauses

Statements and Undertakings. 5.1 The Existing Shareholders hereby severally make the following statements and undertakings: 5.1.1 The Existing Shareholders are PRC citizens; they have complete and independent legal status and legal capacity to sign, deliver and perform this Agreement and may independently serve as a party of litigation. 5.1.2 The Existing Shareholders have full power and authority to enter into, deliver and perform this Agreement and all other documents to be signed by them relating to the transactions described in this Agreement, and have full power and authority to complete the transactions described herein. 5.1.3 This Agreement is legally and properly signed and delivered by the Existing Shareholders. This Agreement is legally binding on them and is enforceable against them. 5.1.4 The Existing Shareholders are the registered legal owners of the option equity when this Agreement comes into effect. Except for the pledge set out in the Equity Pledge Agreement signed on 18 July 2018 and the Trusted Rights set out in the Shareholder Voting Right Trust Agreement signed on 18 July 2018 by the Existing Shareholders, the WFOE and the Company, no liens, pledges, claims and other security interests and third-party rights are set on the option equity. According to this Agreement, the WFOE and/or other entities or individuals designated by it may, after exercise, obtain the favorable ownership of the assigned equity without liens, pledges, claims and other security interests or third-party rights. 5.2 The Company hereby makes the following statements and undertakings: 5.2.1 The Company is a limited liability company duly registered and validly subsisting under PRC laws as an independent legal person; it has complete and independent legal status and legal capacity to sign, deliver and perform this Agreement and may independently serve as a party of litigation. 5.2.2 The Company has full power and authority within the company to enter into, deliver and perform this Agreement and all other documents to be signed by it relating to the transactions described in this Agreement, and it has full power and authority to complete the transactions described herein. 5.2.3 This Agreement is legally and properly signed and delivered by the Company. This Agreement is legally binding on it and is enforceable against it. 5.3 The WFOE makes the following statements and undertakings: 5.3.1 The WFOE is a limited liability company (wholly owned by a legal person) duly registered and validly subsisti...
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Statements and Undertakings. 5.1 The licensor states and undertakes as follows: 5.1.1 The licensor is a company duly incorporated in accordance with, and validly existing under, the laws of PRC. 5.1.2 The licensor signs and fulfills this Agreement within the limits of its corporate powers and business scope; has already taken necessary corporate behaviors and been duly authorized; and has already acquired the consent and approval from the third party and the competent governmental agency, as well as having not violated the restrictions imposed by those laws & agreements that are binding or governing. 5.1.3 Once signed under laws, this Agreement shall constitute obligations that are lawful, effective and binding on the licensor, and can be enforced towards the licensor in line with the terms of this Agreement. 5.1.4 The licensor owns the intellectual property and ownership in the cell phone game software under this Agreement. 5.2 The licensee states and undertakes as follows: 5.2.1 The licensee is a company duly incorporated in accordance with, and validly existing under, the laws of PRC, and has been approved by the competent department under the Chinese government to provide information service (exclusive of Internet information service and telephone information service). 5.2.2 The licensee signs and fulfills this Agreement within the limits of its corporate powers and business scope; has already taken necessary corporate behaviors and been duly authorized; and has already acquired the consent and approval from the third party and the competent governmental agency, as well as having not violated the restrictions imposed by those laws & agreements that are binding or governing. 5.2.3 Once signed, this Agreement shall constitute obligations that are lawful, effective and binding on the licensee, and can be enforced towards the licensee in line with the terms of this
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Statements and Undertakings. 4.1 Party A hereby states and undertakes as follows: 4.1.1 Party A is a company duly incorporated in accordance with, and validly existing under, the laws of PRC. 4.1.2 Party A signs and fulfills this Agreement within the limits of its corporate powers and business scope; has already taken necessary corporate behaviors and been duly authorized; and has already acquired the consent and approval from the third party and the competent governmental agency, as well as having not violated the restrictions exerted by those laws & contracts that are binding or influential on it. 4.1.3 Once signed, this Agreement shall constitute obligations that are lawful, effective and binding on Party A, and can be forcibly executed towards Party A in line with the clauses of this Agreement. 4.2 Party B hereby states and undertakes as follows: 4.2.1 Party B is a company duly incorporated in accordance with, and validly existing under, the laws of PRC, and has been entitled to provide information service (exclusive of Internet information service and telephone information service). 4.2.2 Party B signs and fulfills this Agreement within the limits of its corporate powers and business scope; has already taken necessary corporate behaviors and been duly authorized; and has already acquired the consent and approval from the third party and the competent governmental agency, as well as having not violated the restrictions exerted by those laws & contracts that are binding or influential on it. 4.2.3 Once signed, this Agreement shall constitute obligations that are lawful, effective and binding on Party B, and can be forcibly executed towards Party B in line with the clauses of this Agreement.
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Statements and Undertakings. Party A represents as follows: 1. Party A is legally registered and existing lawfully, and has the full capacity for civil rights and civil conduct necessary for signature and performance hereof; 2. Signature and performance of this Agreement and individual agreements are based on the true intention of Party A, and have been legally and validly authorized according to its Articles of Association or other internal governing documents, and will not be in breach of any agreement, contract and other legal documents that are binding on Party A. Party A has obtained or will obtain all the relevant approvals, permits, filing or registration necessary for signature and performance hereof; 3. Any and all documents, financial statements, vouchers and other information provided by Party A to Party B under this Agreement and individual agreement are true, complete, accurate and valid; 4. The transaction background of Party A's application to conduct business with Party B is true, legal, and does not involve illegal purposes such as money laundering, terrorist financing, financing for the proliferation of weapons of mass destruction, tax evasion, fraud, etc., and does not violate the United Nations, China and other applicable sanctions; 5. Party A has not concealed from Party B events that may affect its and the Guarantor's financial position and contractual capacity. 6. The purpose of the loan and the source of repayment are true and legitimate. 1. According to the requirements of Party B, Party A shall regularly or promptly submit its financial statements (including but not limited to annual reports, quarterly reports, and monthly reports) and other relevant materials to Party B; 2. Party A shall accept and cooperate with Party B in the inspection and supervision of its use of the credit limit and related production, operation and financial activities; 3. If Party A signs a counter guarantee contract or similar contract with the Guarantor of this Agreement regarding its guarantee obligations, the contract will not prejudice any rights of Party B under this Agreement; 4. Prior to any merger, division, capital reduction, equity transfer, external investment that may affect its debt paying ability, provision of guarantees, substantial increase in debt financing, major asset and debt transfer, or other significant matters, Party A shall obtain the written consent of Party B in advance; Party A shall timely notify Party B in case of: A. Any change in the Articles of Assoc...
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Statements and Undertakings. 1. The Borrower hereby states that: (1) The Borrower has been approved and registered by the market supervision and management department or the competent authority in accordance with laws, and has the full civil rights and legal capacity required to sign and perform this Contract; (2) The conclusion and performance of this Contract is based on the true intention of the Borrower and has been legally and validly authorized in accordance with its articles of association or other internal governing documents and is not in breach of any agreement, contract and other legal documents binding on the Borrower. The Borrower has obtained or will obtain any and all the relevant approvals, permits, filings or registrations necessary to conclude and perform this Contract; (3) Any and all documents, financial statements, vouchers and other information provided by the Borrower to the Lender under this Contract are true, complete, accurate and valid. (4) The transaction background of the Borrower's application to conduct business with the Lender is true, legal, and does not involve illegal uses such as money laundering, terrorist financing, financing for the proliferation of weapons of mass destruction, tax evasion, fraud, etc., and does not violate the United Nations, China and other applicable sanctions; (5) The Borrower has not concealed from the Lender events that may affect its and the Guarantor’s financial position and contractual capacity. (6) The Borrower and loan projects meet the Chinese environmental protection standards and are not enterprises and projects with outstanding energy consumption and pollution problems announced and identified by the relevant state departments and are not at risk of energy consumption and pollution. (7) The use of the loan and the source of repayment are true and legal; (8) Other matters declared by the Borrower:/. 2. The Borrower hereby undertakes that: (1) The Borrower shall submit its financial statements (including, but not limited to, annual, quarterly and monthly statements) and other relevant documents to the Lender on a regular or timely basis as required by the Lender; The Borrower ensures that it continues to meet the following financial indicators: the asset-liability ratio does not exceed 80%; (2) If the Borrower has entered or will enter into a counter-security agreement or similar agreement with the Guarantor under this Contract in respect of its security obligations, such agreement will not prejudice any of the Lende...
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Statements and Undertakings. 8.1 The Guarantor hereby states that: (1) The Guarantor is lawfully established and effectively existing. It enjoys full civil rights of disposal and has authorization to execute and perform this Agreement. (2) The Guarantor signs this Agreement of its own genuine will and is not under any duress. The obligations of the Guarantor under this Agreement are lawful, valid, binding and enforceable. (3) The execution of this Agreement, performance of its rights and obligations under this Agreement by the Guarantor is not in conflict with any law, regulation, obligation, undertakings, agreement or contract which is binding upon the Guarantor or its properties. 8.2 The Guarantor hereby undertakes that: (1) The Guarantor shall notify the Obligee of any event which may alter its legal status, members or civil right of disposal. (2) The Guarantor shall, as required by the Obligee from time to time, provide the Obligee with any materials or documentations concerning its business, financial status, operations etc. (3) The Guarantor shall obtain and sustain all authorization, approval, registration as required by law and take any other necessary methods to ensure that it has full right to execute and perform this Agreement and to ensure that this Agreement is valid, lawful, binding and enforceable. (4) The Guarantor shall, as required by the Obligee from time to time, execute any agreement or document or take any methods or make any arrangement to ensure that the Obligee enjoys and exercises the rights under this Agreement. (5) The Guarantor shall, as required by the Obligee, pay any cost and expense in relation to the negotiation, draft, print, execution and enforcement of this Agreement, including lawyer’s fee, litigation fee etc. (6) The Guarantor shall, as required by the Obligee, pay any stamp duty, notary fee, registration fee or any tax etc. in relation to the execution, performance and enforcement of this Agreement, or pay any penalty or fine due to default of this clause by the Guarantor. (7) The Guarantor shall, as required by the Obligee, pay the amount stated under the above clause (5) and (6), and shall pay the interest at the rate determined by the Obligee for any overdue amount.
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Statements and Undertakings. 8.1 The three parties make the following statements and undertakings concerning their respective qualifications as principals: 8.1.1 The respective parties are legal persons with full capacity for civil conduct. 8.1.2 The respective parties have obtained or undertake to obtain all the authorizations and/or approvals for concluding the Agreement. 8.1.3 On the date of conclusion of the Agreement, there is no claim, complaint, legal proceeding or government investigation making the respective parties unable to fulfill obligations under the Agreement, against the respective parties, lodged in the court or government agency, or ongoing or about to take place. 8.1.4 The conclusion or performance of the Agreement will not make any party breach the contract or agreement concluded with another person or its undertakings made unilaterally by the said party. 8.1.5 The respective parties will take all measures necessary to help complete all the formalities in relation to transfer of the equity under the Agreement to Party C. 8.2 Party A and Party B hereby make the following statements and undertakings to Party C that they: 8.2.1 lawfully and fully own the equity and exploration right under the Agreement. 8.2.2 will not set any mortgage or pledge with the said equity and exploration right before or after conclusion of the Agreement, are not restricted by any pledge, right of seizure, lien, right of first refusal, creditor’s rights, or claim for compensation, and do not have any third party’s interests. 8.3 Party C hereby makes the following statements and undertakings to Party A and B that it: 8.3.1 has lawful funds for taking over the equity and has enough capitals to fulfill its obligations under the Agreement. 8.3.2 will undertake the obligations as shareholder of LMSM in proportion to its shareholding percentage as from the date of transfer of the equity under the Agreement to Party C. 8.4 Party A, Party B and Party C hereby undertake to sign relevant documents such as equity transfer agreement, general meeting resolution and amended Articles of Association of LMSM within the specified period after entering into the Agreement .
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Statements and Undertakings. The Borrower makes the following statements and undertakings at the time of execution of this Contract, and such statements and undertakings shall be continuously effective during the term of this Contract: 4.1 The Borrower is a corporation duly registered and established in accordance with the laws of China and it has complete rights over all of its properties. It has full civil capability and independently bears its civil liabilities. 4.2 The Borrower has authorized its representative to execute this Contract. All the terms contained herein are the Borrower's true declaration of will and shall have legal binding force on the Borrower.
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Statements and Undertakings. The Client should make the following statements and undertakings, and the statements and undertakings should be treated as the repetition available in each financing in accordance with the provisions of this Agreement: PUDONG DEVELOPMENT BANK Short-term Loan Agreement (1) The Client shall be the company incorporated according to the law of PRC (not including Hong Kong and Macao Special Administrative Region (SAR) and Taiwan region, hereinafter inclusive) and shall have the right to sign this Agreement and any documents related to this Agreement and has taken any necessary actions to make the corporate behavior, this Agreement and any related documents legal, valid and enforceable; (2) The signing of this Agreement and performance of the obligations under this Agreement, has not violated and will not violate any other contract or document, the Articles of Association, any applicable laws, regulations or administrative orders, and/or relevant documents, judgments or decisions made by the government authorities, neither inconsistent with any obligations or arrangements borne by the Client; (3) The Client and its shareholders and affiliated companies are not involved in any liquidation, bankruptcy, reorganization, annexation, merger, separation, reorganization, dissolution, closure, closures, or similar legal procedure, nor involved in any situation that might lead to such legal procedure; (4) Client is not involved in the economic, civil, criminal, administrative proceedings or similar arbitration proceedings that might have huge adverse impact on itself, nor involved in any situation that may lead to their involvement in any such litigation or arbitration proceedings, or similar procedures; (5) Client's legal representative, directors, supervisors or other senior management personnel, as well as any significant asset Client owns is not involved in any enforcement, distraint, seal-up, freezing, retention, regulatory measures, nor involved in any situation that could lead to such measures; (6) Client shall assure that all financial statements (if any) comply with Chinese law, and the statements give a authentic, complete and fair explanation of its financial condition; All data, documents and information Clients submit to the financing bank in the process of signing and performance of this Agreement, including the information of their own, guarantors and so on are real, effective, accurate and complete, without any concealment or omission; (7) Client assures t...
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Related to Statements and Undertakings

  • Representations and Undertakings 2.1. The Trust represents to the Distributor that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder. 2.2. The Trust represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes the Distributor and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information. 2.3. No Shares shall be offered by either the Distributor or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust. 2.4. The Trust agrees to advise the Distributor as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.

  • Additional Agreements and Understandings Even though FICO will provide consideration for me to settle and release My Claims, the Company does not admit that it is responsible or legally obligated to me. In fact, the Company denies that it is responsible or legally obligated to me for My Claims, denies that it engaged in any unlawful or improper conduct toward me, and denies that it treated me unfairly.

  • Covenants and Undertakings The Customer hereby irrevocably and unconditionally covenants and undertakes as follows: (a) it shall promptly, after the occurrence thereof, give notice to the Bank of any Event of Default or event which with the passing of time or the giving of notice, or both, would constitute an Event of Default, including the nature thereof and the steps being taken by the Customer to remedy or mitigate the effect of the Event of Default; (b) it will not use any Account or carry out any Investments or Transactions for the purposes of money laundering, terrorist financing, drug trafficking or other illegal purposes or from funds/assets being proceeds of a predicate offence or obtained from other illicit, criminal or illegal activities, whether in Hong Kong or elsewhere; (c) it shall forward to the Bank such information or documents that the Bank may require from time to time, including but not limited to (where the Customer is a corporation) a copy of its audited financial statements immediately after they are issued but in any event within 5 months after the close of each of the Customer’s financial year; (d) it further undertakes to notify the Bank immediately in the event that any order or warrant is issued against the Customer or any of its assets or (where the Customer is a trustee of the Trust) any of the assets of the Trust under the applicable AML/CFT laws and regulations; (e) it shall obtain all the requisite regulatory and governmental approvals (if any) in connection with each Agreement, deliver a copy of the same to the Bank, including without limitation, the requisite exchange controls approvals to purchase foreign currencies to make a payment in respect of the Facilities or Indebtedness (if such approvals are required); (f) it shall notify the Bank forthwith in writing of any changes in the information supplied in or in connection with the Agreement (including without limitation, information relating to itself or any Authorised Persons, and any change of address or of any appointment or revocation of the authority of any Authorised Persons); (g) it shall notify the bank forthwith in writing of any or any intended, threatened or pending Insolvency Event in respect of any Obligor or (where the Customer is a trustee of the Trust) the Trust, or Associated Company; (h) it shall be solely and fully responsible for the Customer’s tax affairs, filings, duties and obligations (including but not limited to its own tax filings and tax duties and obligations in the country of its residence/ incorporation or to any country which might consider it to be liable for taxes). The Customer shall ensure the accuracy of all information it provides to any tax authorities or governmental authorities (whether pursuant to any law, regulatory requirement, guidelines, directives or otherwise). The Customer hereby acknowledges and agrees that the Bank shall not be responsible for the accuracy of such information whether provided by the Customer or not, including without limitation, any omission by the Customer to answer correctly and fully to its tax duties in the country of its residence/incorporation or to any country which might consider it as being liable for taxes; and (i) it shall at all times comply with all applicable laws, rules and regulations. In particular but without limitation, the Customer acknowledges that it shall be responsible for ensuring that it complies with any applicable position reporting regulations.

  • WARRANTIES AND UNDERTAKINGS 18.1 Each Party warrants to the other that: (a) subject to Clause 18.2, it has obtained and will maintain at all times during the Term all licences, authorisations, permits, consents and other approvals necessary to enter into this Agreement and to enable it to fulfil its obligations under this Agreement; (b) it has negotiated, entered into and executed this Agreement as principal (and not as agent or in any other capacity, fiduciary or otherwise); and (c) it is and will remain a party to the Network Code for the duration of the Term. 18.2 Where the Service Provider does not hold a gas shipper licence, the Service Provider warrants that it shall use the shipping services of the licensed gas shipper whose Shipper Short Code is specified in Schedule 1 for the purpose of fulfilling its obligations under this Agreement. The Service Provider warrants that such licensed gas shipper has and will continue to hold throughout the Term a licence permitting it to ship gas on the NTS, and will ship Natural Gas on the NTS on behalf of the Service Provider for the purposes of the Service Provider’s performance of this Agreement. 18.3 The Service Provider acknowledges that the Customer requires the services provided under this Agreement (and in particular the withdrawal service) to comply with the Gas Safety (Management) Regulations 1996, and that the Customer requires a physical flow of Natural Gas from the Facility at least equal to its Nominated Withdrawal Quantity. Accordingly, the Service Provider warrants to the Customer, subject to Clauses 7, 13 and 14, that it shall ensure that: (a) the physical flow of Natural Gas from the Facility to the NTS on any Day in respect of which the Customer has submitted a Withdrawal Nomination is not less than the Nominated Withdrawal Quantity plus the Reallocation Quantity (if any) plus the quantity of Natural Gas nominated for withdrawal by other users of the Facility less the quantity of Natural Gas nominated for injection by the Customer and other users of the Facility; and (b) the Service Provider shall not knowingly or deliberately do anything that would put the Customer in breach of the Gas Safety (Management) Regulations 1996 and shall fully co-operate with the Customer insofar as such co-operation is required to ensure that the Customer complies with its obligations under the Gas Safety (Management) Regulations 1996. The Service Provider acknowledges and agrees that the provision of the Service is in accordance with its obligation pursuant to Regulation 6(6) of the Gas Safety (Management) Regulations 1996. 18.4 The Service Provider warrants to the Customer that, at the Gas Delivery Point, Natural Gas to be withdrawn shall be free from lien, charge, encumbrance or adverse claim (as to title or otherwise) including any claim for any Tax, royalty or other charge arising on or before withdrawal. The Service Provider shall indemnify the Customer and hold it harmless against any loss, liability, damage, claim, action, proceeding, cost, and expense suffered or incurred by or made or brought against the Customer in consequence of a breach of this warranty. 18.5 The Customer warrants to the Service Provider that, at the Gas Delivery Point, Natural Gas to be injected shall be free from lien, charge, encumbrance or adverse claim (as to title or otherwise) including any claim for any Tax, royalty or other charge arising on or before injection. The Customer shall indemnify the Service Provider and hold it harmless against any loss, liability, damage, claim, action, proceeding, cost, and expense suffered or incurred by or made or brought against the Service Provider in consequence of a breach of this warranty. 18.6 The Service Provider acknowledges and agrees that nothing in this Agreement shall prevent the Customer from complying with any Legal Requirement and in such regard the Customer shall be able to take any action that it considers to be necessary to comply with any Legal Requirement. 18.7 The Customer warrants to the Service Provider that it is entering into this Agreement for Operating Margins Purposes and in accordance with the requirements of its gas transporter license.

  • WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS 6.1. The Supplier warrants, represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period that: 6.1.1. it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Framework Agreement (including, where its procedures so require, the consent of any of its Holding Companies); 6.1.2. this Framework Agreement is executed by a duly authorised representative of the Supplier; 6.1.3. in entering into this Framework Agreement and any Call Off Contract (and until the expiry of each, respectively) it has not committed and will not commit any Fraud, and has and will continue to have no conflict of interest in relation to this Framework Agreement; 6.1.4. all information, statements, warranties and representations contained in and the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework Agreement to the Supplier are, as at the date hereof, true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement; and hereafter, for the Framework Period, it undertakes that it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; 6.1.5. it has not entered and will not enter into any agreement with any other person with the aim of preventing tenders being made or as to 6.1.6. it has not caused or induced and will not cause or induce any person to enter such agreement referred to in Clause 6.1.5; 6.1.7. it has not offered or agreed (and will not offer or agree) to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Services under this Framework; 6.1.8. no claim is being asserted and no litigation, arbitration or administrative or regulatory proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call Off Contract which may be entered into with the Authority or Other Contracting Bodies; 6.1.9. it is not and will not be subject to any contractual obligation, or bound by any Law or other requirement, compliance with which will be likely to have an adverse effect on its ability to perform its obligations under this Framework Agreement and/or any Call Off Contract which may be entered into with the Authority or Other Contracting Bodies; 6.1.10. it has obtained and will maintain all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call Off Contract; 6.1.11. in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement (and without prejudice to its other obligations under this Framework Agreement) it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators; 6.1.12. no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier's assets or revenue; 6.1.13. as at the Framework Commencement Date, it has notified the Authority in writing of any Occasions of Tax Non-Compliance or any litigation that it is involved in that is in connection with any Occasions of Tax Non Compliance; and 6.1.14. in the three (3) years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) years, in the whole of such shorter period) it has: 6.1.14.1. conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; 6.1.14.2. it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and 6.1.14.3. it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement or any Call Off Contract. 6.2. The Supplier shall promptly notify the Authority in writing: 6.2.1. of any material detrimental change in the financial standing and/or credit rating of the Supplier; 6.2.2. if the Supplier undergoes a Change of Control; and/or 6.2.3. of any circumstances suggesting that a Change of Control is planned or in contemplation, provided such notification does not contravene any Law. 6.3. Each time a Call Off Contract is entered into the warranties, representations and undertakings in Clause 6.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated. 6.4. For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority would have, had it not been so expressed, in respect of breach of that provision by the Supplier. 6.5. The Supplier acknowledges and agrees that: 6.5.1. once duly executed this Framework Agreement will constitute the legal, valid and binding obligations and rights of the Supplier and the Authority; 6.5.2. the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call Off Contracts; 6.5.3. the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and 6.5.4. each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call Off Contract be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement. 6.6. For the duration of the Framework Agreement and for a period of twelve (12) months after the termination or expiry of the Framework Agreement or, if later, all Call Off Contracts, the Supplier shall not employ or offer employment to any staff of the Authority or the staff of any Contracting Body who have been associated with the procurement and/or provision of the Services without Approval or the prior written consent of the relevant Contracting Body respectively. 6.7. In performing its obligations under this Framework Agreement and any Call Off Contract, the Supplier shall not (to the extent possible in the circumstances) discriminate between Contracting Bodies on the basis of their respective size.

  • REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS (A) The Client hereby represents, warrants and undertakes to the Custodian that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement; (iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and (iv) this Agreement is legal, valid and binding on the Client; (v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement; (vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law); (vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and (viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof. (B) The Custodian hereby represents, warrants and undertakes to the Client that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (ii) during the term of this Agreement it has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.

  • Assessment and Understanding It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

  • Evaluation and Understanding (i) It has the capacity to evaluate (internally or through independent professional advice) the Transaction and has made its own decision to enter into the Transaction; and (ii) It understands the terms, conditions and risks of the Transaction and is willing and able to accept those terms and conditions and to assume those risks, financially and otherwise.

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Statements and Notices Statements and notices will be mailed or delivered to you at the appropriate address you have given the Credit Union. Notice sent to any one of you will be considered notice to all.

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