Statements and Warranties. The Borrower makes the following representations and guarantees to the Lender, valid throughout the term of this Contract:
7.1 It shall have the qualification of the borrower according to law and have the qualification and ability to sign and perform this contract.
7.2 This Contract has obtained all necessary authorization or approval. The signing and performance of this Contract shall not violate the provisions of the articles of Association and relevant laws and regulations, and shall not conflict with other obligations under the Contract.
7.3 Operating in accordance with the law, with good credit status, and the other debts payable have been paid on schedule, and having no malicious default on the principal and interest of bank loans.
7.4 With a sound organization and financial management system, no major violations of discipline have occurred in the production and operation process in the recent year, and the current senior manager does not have any major bad record.
7.5 All documents and materials provided to the Lender are true, accurate, complete and valid and free from false records, material omissions or misleading statements.
7.6 The financial and accounting reports provided to the Lender are prepared in accordance with Chinese accounting standards, which truly, fairly and completely reflect the operating conditions and liabilities of the borrower, and there have been no material adverse changes in the financial condition of the Borrower since the date of the latest financial and accounting reports.
7.7 Failure to conceal the litigation, arbitration or claim from the Lender. There is no ongoing litigation, arbitration, other administrative procedures or claims that may affect the Borrower’s execution or performance of the Contract and the payment of the debts under this Contract.
7.8 Failure to conceal from the Lender any matter that has occurred or has occurred and may affect its financial position and solvency.
Statements and Warranties. 6.1 For the purpose of this Agreement and for the benefit of Party B, Party A makes the following statements and warranties:
6.2.1 Party A is a validly existing and independent legal person established in accordance with the laws of the PRC and has the ability to bear civil liabilities.
6.2.2 The person who signs this Agreement on behalf of Party A has irrevocable legal and complete authorization from Party A. Party A must not hold against Party A in terms of this Agreement in the excuse of unauthorized agency, agency in excess of authority or any other defects in authorization. The signing of this Agreement is not against any governing laws and binding contracts, and all consents and approvals have or shall be obtained from the third party or governmental authorities for the signing of this Agreement.
6.2 For the purpose of this Agreement and for the benefit of Party A, Party B makes the following statements and warranties:
6.2.1 Party B is a validly existing and independent legal person established in accordance with the laws of the P.R.C and has the ability to bear civil liabilities.
6.2.2 Party B warrants that within the validity period of this Agreement, it will not sign identical or similar agreements with any third party beside Party A or accept partially or wholly the services listed in Article 1 of this Agreement from any third party beside Party A.
6.2.3 The person who signs this Agreement on behalf of Party B has irrevocable legal and complete authorization from Party B. Party B must not deny this Agreement in the excuse of unauthorized agency, agency in excess of authority or any other defects in authorization.
6.3 If Either Party breaches the statements and warrants set forth above and the breach leads to invalidity or weakening of the validity of this Agreement or incurs other damage to the other Party, it shall pay compensation with full coverage of the loss to the damage-suffering Party.
Statements and Warranties. 9.1 Xxxxxx Online shall state and warrant that:
9.1.1 It is an independent legal person incorporated and existing according to law;
9.1.2 It has the qualifications to exercise the cooperation hereunder, and its business scopes cover such cooperation, and it has independent and lawful disposal rights over such cooperation, including but not limited to the rights to operate the Xxxx-Xxxx and Xxxxxx Online websites;
9.1.3 Its authorized representative has been duly authorized to enter into this Agreement for and on behalf of it;
9.1.4 Its signature of this Agreement shall neither violate any legal documents binding upon it, nor infringe lawful rights of any third party, nor make the other Party assume any liabilities to any third party (unless otherwise specified in this Agreement);
9.1.5 This Agreement constitutes the effective, binding and enforceable legal obligations against it;
9.1.6 It is in strict compliance with relevant laws, regulations and policies of China;
9.2 Xxxxxx Games shall state and warrant that:
9.2.1 It is an independent legal person incorporated and existing according to law;
9.2.2 It has the qualifications to exercise the cooperation hereunder, and its business scopes cover such cooperation, and it has independent and lawful disposal rights over such cooperation, including but not limited to the rights to operate the Cooperation Products hereunder and Xxxxxx Games websites;
9.2.3 Its authorized representative has been duly authorized to enter into this Agreement for and on behalf of it;
9.2.4 Its signature of this Agreement shall neither violate any legal documents binding upon it, nor infringe lawful rights of any third party, nor make the other Party assume any liabilities to any third party (unless otherwise specified in this Agreement);
9.2.5 This Agreement constitutes the effective, binding and enforceable legal obligations against it;
9.2.6 It is in strict compliance with relevant laws, regulations and policies of China;
9.2.7 Xxxxxx Games owns legitimate intellectual rights and/or relevant authorizations in the Cooperation Products hereunder, which have not (will not) infringed the lawful rights and benefits of any third party.
Statements and Warranties. The Pledgor makes the following statements and warranties to the Pledgee:
1. The Pledgor is an independent legal entity or an individual with the capacity for civil conduct who possesses all of the necessary rights and abilities and is able to perform the obligations under this Contract in its own name and independently assume civil liability.
2. The Pledgor is entitled to sign this Contract and has completed all authorizations and approvals necessary for the signing of the Contract and performing the obligations hereunder. The provisions contained herein reflect the true will of the Pledgor and have binding effect on the Pledgor.
3. The Pledgor warrants that it shall abide by the law. The signing and performance of the Contract will not be in violation of the law (the law referred to herein includes laws, rules, regulations, local laws, and judicial interpretation), Articles of Association, relevant documents of competent authorities, judgments, rulings which should be observed by the Pledgor and are not in conflict with any contract, agreements signed by the Pledgor, or any other obligations undertaken by the Pledgor.
4. The Pledgor warrants that all financial statements compiled by it, if any, are in compliance with the laws of China (excluding the Hong Kong and Macau Special Administrative Regions and Taiwan). The financial statements give a true, complete and fair view of the financial status of the Pledgor. Furthermore, all information and documents supplied to the Pledgee by the Pledgor in the course of signing and performance of the Contract are true, valid, accurate and complete without any concealment of facts.
5. The Pledgor warrants that it shall complete all filings or registrations necessary for the valid and lawful performance of the Contract, and pay all taxes and costs thereof.
6. There has been no material and adverse change to the business and financial status of the Pledgor since the date of the latest audited financial statement.
7. The Pledgor warrants that it is entitled to the full and lawful rights of ownership of the pledged accounts receivable. Currently, any form of guarantee and other priority rights (other than the rights created for the purpose of this Contract) have not been retained and no assignment (including but not limited to factoring business) has been carried out with respect to the accounts receivable. Nor does there exist or possibly exist any form of dispute over the title, restriction of rights or defects, and th...
Statements and Warranties. The Holding Employee shall warrant that he is not the director or executive officer of Xxxxxx Interactive Entertainment Limited, an affiliate of Shengqu.
Statements and Warranties. The parties state, represent, and warrant to each other as follows:
1. It is an independent legal person legally established and validly existing.
2. It is qualified to engage in the cooperation under this agreement, and the cooperation meets the requirements of its business scope;
3. Its authorized representative has been fully authorized to sign this contract on its behalf;
4. It has the ability to perform its obligations under this contract; and such performance of obligations does not violate the restrictions of any legal documents binding on it.
5. They have legal rights to their respective promotions under this contract, will not infringe on the rights and interests of any third party, and are responsible for the safety and applicability of their respective promotions.
6. Both parties guarantee that during the cooperation period, they will not implement any behavior that will harm the interests of the other party, including but not limited to infringing on the copyright, trademark right, reputation right and other legitimate rights and interests of the other party. If any party violates this guarantee, the non-breaching party has the right to unilaterally terminate this contract at any time. The breaching party shall bear all responsibilities and compensate the non-defaulting party for the losses suffered thereby.
7. Any party who violates the above statements, representations and guarantees shall be deemed to have violated the provisions of this contract, and shall be liable for breach of contract in accordance with the provisions of this contract.
Statements and Warranties. 8.1. A Client represents and warrants to the Company that: - All information provided under this Client Agreement and in the registration form on the website of the Company, is a true, accurate and complete in all respects; - A Client has the necessary authority to conclude this Client Agreement, to initiate the Orders, as well as to fulfill the obligations under this Client's Agreement; - If a Client is a private person, it is he who filled the form of client's registration, and if a Client is a legal entity, the person filling out the form of client registration on behalf of a Client is duly authorized to do so; - All trading systems used by a Client are not focused on the usage of the Company's software potential vulnerability. If a Client uses Arbitrage strategies of trading explicitly or implicitly, the Company has the right to cancel the client's transactions, citing the justification for cancellation.
Statements and Warranties. The Borrower shall ensure all statements, representations, warranties, information, accounts and other documents and matters which are or which may hereafter be furnished by the Borrower to Bank and/or which are contained/which may be contained in this Agreement or in any other writings executed by the Borrower or any guarantor/s are / shall be true and correct and not misleading in letter or in spirit whether by reason of omission to state a material fact or otherwise.
Statements and Warranties. 4.1 A Party hereby states and warrants to the other Parties as below:
(1) the said Party is a company or partnership established and effectively subsisting under the laws of the place of establishment;
(2) the said Party has the full power and authority to conclude and submit the Agreement and fulfill obligations hereunder;
(3) once concluded, the Agreement will constitute obligations lawful, effective and binding upon the said Party;
(4) the conclusion and submission of the Agreement and fulfillment of obligations hereunder by the said Party will not breach any applicable law, violate any agreement or contract binding upon the said Party, or make any third party entitled to terminate or revoke any such agreement or contract; and
(5) the said party does not fall into any litigation, arbitration, government investigation or legal proceedings which may influence the legitimacy, effectiveness or enforceability of the Agreement, or the completion of the Share Transfer.
4.2 The Seller further states and warrants to the Buyer:
(1) the Seller is the legal and registered shareholder of the Target Shares, over which there is no encumbrance;
(2) the Seller will, after the conclusion of the Agreement, coordinate with the Buyer in completing all government registration and record-filing affairs relating to the Share Transfer as soon as possible.
Statements and Warranties. The execution of this Agreement does not breach, and accordingly complies with, the provisions of the authorisations and concession permits for the operation and management of the aforementioned Power Stations.
