Undertakings and Warranties of the Parties Sample Clauses

Undertakings and Warranties of the Parties. 5.1 Unless otherwise agreed by the parties, Party A undertakes that (1) except through Party B Group, Party A and its affiliates shall not directly or indirectly conduct loan/loan facilitation businesses or control any entity engaging in loan/loan facilitation businesses; and that (2) Party B Group shall be the sole platform on which Party A and its affiliates operate loan/loan facilitation businesses or control an entity engaging in loan/loan facilitation businesses. 5.2 Party A undertakes that unless otherwise agreed herein, if it needs to charge Party B Group any fee for providing Party B Group with or granting Party B Group with the right to use technologies, data, traffic and other advantages and resources as necessary for Party B to conduct various businesses, such fees shall be charged at the most preferential prices within the fair market range under the same condition. 5.3 Party B undertakes that during the term hereof, Party B shall engage in collaboration hereunder with Party A in strict compliance with the provisions of applicable laws and regulations and regulatory documents. 5.4 It is mutually agreed that if the contents of collaboration specified herein violate the laws and regulations, rules, policies or guiding opinions of relevant regulatory departments, or if the performance hereof may have an adverse impact on the goodwill, reputation and image of Party A or its affiliates or otherwise do harm to the interest of Party A or its affiliates, Party A shall have the right to terminate this Agreement at any time without assuming any responsibility.

Undertakings and Warranties of the Parties. 1. Undertakings of the Seller The Seller Undertakes that it will: 1. Comply with all legal requirements, including environmental requirements; 2. Apply for and use reasonable endevours to obtain, prior to the date that such authorizations are required if the Seller is not to be in breach of any legal requirement in performing this Agreement, and keep in force all authorizations required to be in the Seller’s name for the operation of the Plant and any other of its obligations under this Agreement; and 3. Ensure that the Plant is operated and maintained in all material respects in accordance with Prudent Operating Practice and the terms of this Agreement. 2. Representations and Warranties of the Seller The Seller represents and warrants that: 1. The Seller is a limited liability company duly organized and existing under the laws of Kenya and has all requisite powers and authority 2. This Agreement constitutes the valid, legal and binding obligation of the Seller, enforceable in accordance with the terms hereof except as enforceability may be limited by the laws affecting creditors’ rights generally; and 3. As at the date of this Agreement, there are no actions, suits or proceedings pending, or to the Seller’s knowledge, threatened against or affecting the Seller before any court or administrative body or arbitral tribunal that might materially and adversely affect the ability of the Seller to meet and carry out its obligations under this Agreement.

Undertakings and Warranties of the Parties. 5.1. Party A undertakes and warrants that: 5.1.1 It has all the rights, authorizations and approvals required to sign this Agreement, and all the rights, authorizations and approvals to fully perform each of its obligations and undertakings under this Agreement. 5.1.2 Neither the signing of this Agreement nor the performance of obligations and undertakings under this Agreement will not contravene, breach or violate its business license/business registration certificate, articles of association, any laws or regulations, approvals from any governmental authorities, or any provisions of any contracts or agreements to which it is a party. 5.1.3 Neither Party A, nor its agents, nor any other party acting on behalf of Party A shall approach, negotiate with or enter into any agreement or arrangement with any third party other than Party B on the dealing of the Target Equity Interests. 5.1.4 Party A shall actively procure the Privatization of Nuokang Biopharma, and legally perform the reporting and disclosure obligations as required by the going private process so as to ensure the Privatization of Nuokang Biopharma complies with the relevant laws. 5.1.5 On the day when Hong Kong Yuanda provides the Going Private Facility, Party A shall be responsible for causing its affiliates to sign the Hong Kong Yuansheng Share Transfer Agreement, Share Charge, Target Company Share Transfer Agreements, and Contractual Operation Agreement (if any), and all the internal approval documents and filing documents required to be submitted to the relevant governmental authorities for approval in connection with the foregoing agreements (or contracts), and complete the procedures in connection with the pledge of 100% shares of Hong Kong Yuansheng under the Share Charge at the same time when Hong Kong Yuanda provides the Going Private Facility. Party A shall also cause its affiliates to actively perform the forgoing agreements and necessary reporting obligations as well as the full disclosure obligations in the process of going private. 5.1.6 The proceeds from the transfer of the Target Equity Interests shall be used for the sole purpose of repaying the loan under the Facility Agreement. 5.2. Party B undertakes and warrants that: 5.2.1 The signing of this Agreement will not violate any contract, agreement or any legally-binding covenant or undertaking entered into individually or jointly with any third party, nor will it be limited or affected by any law or agreement that has binding eff...

Undertakings and Warranties of the Parties. 1. Undertakings of the Seller The Seller Undertakes that it will:

Undertakings and Warranties of the Parties. 7.1 Party B’s Undertakings and Warranties Party B undertakes to urge the Joint Venture and the Operating Company to issue invoices for all transactions conducted thereby and not to issue any invoice in a non-local place; Party B undertakes to apply for public listing in the name of the Joint Venture upon conformance thereof to the requirements of laws and regulations regarding public listing; Where Party B breaches Article 10 and Article 11 hereof and fails to provide a reasonable explanation and make rectification within 30 days upon receipt of the written notice of rectification from Party A, Party A shall be entitled to recover the subsidies or incentives granted to the Joint Venture or the Operating Company hereunder within 90 days upon Party B’s receipt of the written notice of rectification with a written notice to Party B. 7.2 Party A’s Undertakings and Warranties Party A undertakes to urge and coordinate the relevant government departments so that the Joint Venture and the Operating Company can rapidly finish the registration, reporting and recording formalities necessary for incorporation and operation, and obtain the permits with respect to fire safety and environment protection, as well as the qualifications and license for operating a medical laboratory (including without limitation the practice license of medical institution, the qualifications for a laboratory to carry out clinical gene amplification, etc.).

Undertakings and Warranties of the Parties

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Representations and Warranties of the Parties (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.
Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):
REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors hereby represent and warrant to the Allottee as follows: (i) The Owners have marketable title with respect to the said Land on the basis of the several purchase deeds executed and registered in favour of the Owners, details whereof are mentioned in Schedule-H hereto and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project created by the Owners and the Promoter; (iv) There are no litigations pending against the Owners and Promoter before any Court of law or Authority with respect to the said Land, Project or the said Apartment; (v) All approvals, licenses and permits issued by the Corporation with respect to the Project, said Land and the said Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, said Block and the said Apartment and Common Areas; (vi) The Vendors have the right to enter into this Agreement and have not committed or omitted to perform any act or thing whereby the right of the Allottee created herein, may prejudicially be affected. (vii) The Vendors have not entered into any agreement for sale or any other agreement/arrangement with any person or party with respect to the said Land including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Vendors confirm that the Vendors are not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall hand over lawful, vacant, peaceful, physical possession of the said Apartment to the Allottee; (x) The said Apartment is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the said Apartment; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Land to the Corporation till the Completion Certificate is issued; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said Apartment) has been received by or served upon the Promoter in respect of the said Land and/or the Project.
REPRESENTATIONS AND WARRANTIES OF THE PROMOTER The Promoter hereby represents and warrants to the Allottee as follows: (i) The [Promoter] has absolute, clear and marketable title with respect to the said Land; the requisite rights to carry out development upon the said Land and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project; [in case there are any encumbrances on the land provide details of such encumbrances including any rights, title, interest and name of party in or over such land] (iv) There are no litigations pending before any Court of law with respect to the said Land, Project or the [Apartment/Plot]; (v) All approvals, licenses and permits issued by the competent authorities with respect to the Project, said Land and [Apartment/Plot] are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, Building and [Apartment/Plot] and common areas; (vi) The Promoter has the right to enter into this Agreement and has not committed or omitted to perform any act or thing, whereby the right, title and interest of the Allottee created herein, may prejudicially be affected; (vii) The Promoter has not entered into any agreement for sale and/or development agreement or any other agreement/arrangement with any person or party with respect to the said Land, including the Project and the said [Apartment/Plot] which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Promoter confirms that the Promoter is not restricted in any manner whatsoever from selling the said [Apartment/Plot] to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall handover lawful, vacant, peaceful, physical possession of the [Apartment/Plot] to the Allottee and the common areas to the Association of the Allottees; (x) The Schedule Property is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the Schedule Property; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said project to the competent Authorities; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said property) has been received by or served upon the Promoter in respect of the said Land and/or the Project; (xiii) That the property is not Waqf property.
Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):
Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:
Representations and Warranties of the Lessee Lessee hereby represents and warrants to the Lessor, which representations and warranties shall be deemed to be restated by Lessee each time Lessor makes an advance of the Development Financing, that: 1. VALIDITY OF DEVELOPMENT FINANCING DOCUMENTS - The Development Financing Documents are in all respects legal, valid and binding according to their terms. 2. NO PRIOR LIEN ON FIXTURES - No mortgage, xxxx of sale, security agreement, financing statement, or other title retention agreement (except those executed in favor of Lessor) has been, or will be, executed with respect to any fixture (except Lessee's trade fixtures not financed with this Development Financing) used in conjunction with the construction, operation or maintenance of the improvements.
REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS Unless specifically indicated otherwise, the Warrantors hereby jointly and severally represent and warrant to the Investor that the statements in this Section 3, except as set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Schedule C (the contents of which shall also be deemed to be representations and warranties hereunder), are all true, correct and complete as of the date hereof and the date of the Closing. For purposes of this Section 3, any reference to a party’s “knowledge” means such party’s best knowledge after due and diligent inquiries of officers, directors, and other employees of such party reasonably believed to have knowledge of the matter in question.
Representations and warranties of the Contractor The Contractor represents and warrants to the Authority that: (a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; (f) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (i) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreement; (j) no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (k) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (l) all information provided by the {selected bidder/ members of the Consortium/Joint Venture} in response to the RFP or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and (m) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, designers, consultants or agents of the Contractor.

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