Warranties of Both Parties. Each party warrants that, as of the date it signs this Agreement, it has the full right and authority to enter into this Agreement, and that it is not aware of any impediment that would inhibit its ability to perform its obligations hereunder; and each party warrants and represents to the other that, as of the date it signs this Agreement to the best of its knowledge, it or its Affiliates has disclosed all information in possession or control of it or its Affiliates which, in the opinion of it or its Affiliates, would be material to the other party entering into this Agreement, and such information does not contain any untrue statement of material fact or omit to state a material fact.
Warranties of Both Parties. 1.1 As a material inducement to the other Party to enter into this Agreement, each of the Parties warrants to the other that:
(i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and it is in good standing and qualified to do business in every jurisdiction where the nature of its business or the lease or ownership of property requires it to be so qualified or where failure to so qualify may materially affect its ability to perform its obligations hereunder;
(ii) it has the full power and authority to execute, deliver and perform this Agreement;
(iii) this Agreement has been duly authorized, executed and delivered by such Party and is its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, moratorium, insolvency or other similar laws affecting creditors’ rights generally, or by general principles of equity;
(iv) its obligations hereunder shall be performed by personnel with the requisite skill, training, experience and abilities to perform such obligations hereunder in a diligent and professional manner; and
(v) its performance hereunder shall not violate or be in conflict with (a) its governing documents, (b) any judgment, decree or order to which it is a party, (c) any agreement, contract, understanding, indenture or other instrument to which it is a party, or (d) any applicable law, rule or regulation.
Warranties of Both Parties. To the extent when required by applicable law, each party acknowledges that it is responsible for and warrants to the other that it has obtained and will maintain, at its own cost, all licenses, approvals and other authorizations necessary or appropriate for the provision and/or (when applicable) the resale of Services, and shall respectively provide, use or resell the Services, as the case may be, in compliance with applicable laws, rules and regulations.
Warranties of Both Parties. 1. Each Party has the authority to execute this Agreement and has obtained all approvals and authorization required to perform this Agreement.
2. The execution of this Agreement by either Party will not cause conflicts of interest between it and any third parties.
3. If either Party mergers with, acquires or is acquired by any third party during the cooperation period under this Agreement, the new company will continue to perform the provisions of this Agreement that has not been performed by such Party.
Warranties of Both Parties. Each party warrants that, as of the date it signs this Agreement, it has the full right and authority to enter into this Agreement, and that it is not aware of any impediment that would inhibit its ability to perform its obligations hereunder.
Warranties of Both Parties. The Parties each make the representations and warranties set forth in this Article 11. In making the representations and warranties that apply to any or all Parties, each Party is making such representations and warranties as to itself and is not making such representations and warranties jointly with any other Party.
a. Each Party represents and warrants that (i) it has the full legal right and power to enter into, and perform the transactions contemplated by, this Agreement, without need for any consent, approval, authorization, license or order of, or notice to or filing with, any other Person; (ii) the execution, delivery and performance by such Party of this Agreement and the consummation by such Party of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary managing and governing bodies of such Party, including approval of this Agreement by the Board of Directors and stockholders of such Party or the trustees of the Party, if required; (iii) this Agreement evidences the legal, valid and binding obligations of such Party, enforceable against such Party in accordance with its terms; and (iv) this Agreement has been duly executed and delivered by such Party.
b. Each Party represents and warrants that as of the Effective Date it has not filed (or caused to be filed through a third party) any legal or administrative proceeding of any kind or nature anywhere in the world relating to the Previous Agreement.
c. Each Party represents and warrants that it has received or had the opportunity to obtain independent legal advice from such Party’s attorneys with respect to the rights and obligations arising from, and the advisability of executing, this Agreement.
Warranties of Both Parties. A. Party A warrants to Party B as follows:
1. Upon payment by Party B of the first installment of the land premium within the period set forth herein, Party A shall file an application with the Land Authority so as to obtain the land quota for the project timely and commence the procedure of bidding, auction or quotation.
2. Upon payment of the remaining land premium and execution of a land use rights granting contract (the "Land Contract") with the Land Authority by Party B, Party A shall assist Party B in dealing with the early-stage filing formalities, including but not limited to, project proposal filing, planning site selection, assessment on the compliance with environment protection requirements, assessment on safety and energy efficiency. When the said filing formalities are completed, Party A shall be responsible for registering the land use rights of Party B with the Land Authority and obtaining the Certificate for Use of State-owned Land (the "Land Certificate").
3. Party B shall be responsible for the deed tax, fees for topographic map and boundary map incurred when applying for the Land Certificate and the remaining fees will be covered by Party A.
4. Party A shall complete the work to ensure access to water supply, electricity and roads and land leveling (based on natural landform) in the garden step by step in line with the progress of the project construction of Party B. In addition, Party A will proactively cooperate with the government authorities including Municipal Bureau of State Land and Resources and Municipal Commission of Development and Reform in completing the land granting formalities timely and deliver the clear land to Party B.
5. The local regulating fees charged by Party A during the implementation of the productive construction project in the garden will be exempted. Other applicable fees will be exempted, reduced or postponed (as the case may be) to the extent permitted by the applicable regulations. For those that must be paid, the prescribed minimum will be charged.
6. As for the taxes payable by the enterprises in the garden, Party B is entitled to the preferential treatments provided by the Development Zone to the enterprises located in the garden in addition to those determined in the special meeting minutes dated January 27, 2004 (which meeting was attended by Party Secretary of the Municipal Committee and Mayor).
B. Party B warrants to Party A as follows:
1. Party B will contribute additional US$50,000,000 to increa...
Warranties of Both Parties. Each Party hereby represents and warrants to the other Party that: (i) it has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and (ii) it will comply with Applicable Law in the performance of its obligations and exercise of its rights under this Agreement.
Warranties of Both Parties. Each party warrants and represents to the other party that it has the complete right to enter into and perform its responsibilities under this Agreement.
Warranties of Both Parties. Each party warrants that, as of the date PRAECIS signs this Agreement, it has the full right and authority to enter into this Agreement, and that it is not aware of any impediment that would inhibit its ability to perform its obligations hereunder. Each party warrants and represents to the other that, as of the date it signs this Agreement to the best of its knowledge, it or its Affiliates has disclosed all information in possession or control of it or its Affiliates which, in the opinion of it or its Affiliates, would be material to the other party entering into this Agreement, and such information does not contain any untrue statement of material fact or omit to state a material fact.
