Warranties of Party A Sample Clauses

Warranties of Party A. (a) In case Party B invests and constructs the Project according to this Agreement, Party A agrees to reserve the land for the second phase construction of this Project (about 130 Mu) for Party B and to provide such land to Party B on the basis of the unit price of the land used for the first phase construction of the Project, i.e. RMB 48,000/Mu. After Party B starts the construction of the land used for the first phase of the Project, Party A shall apply for the use right of the land to be used for the second phase construction of the Project. The location and price of such land shall be reserved till December, 2008. In case Party B fails to requisition the land and construct it within the planned geographic scopes or within such time limit, the location and price of the land shall not be reserved according the aforesaid stipulation. However, considering such land is reserved according to the prices agreed under this Agreement, in case such land is to be arranged through price listing and government industrial development fund, Party A shall provide partial capital support. If Party A fails to provide such capital support, the period of reserving such land shall be extended till October, 2009; (b) Party A shall complete the relevant administrative procedures for Party B to station the Project into the Industrial Park within 20 working days after Party B has paid the land requisition fees in full amounts. Party A shall also coordinate to solve the relevant problems arising from the land requisition to ensure that Party B could start the construction as planned. Party B shall station into the Industrial Park to start the construction 20 working days after payment of the land requisition fees; (c) Party B is entitled to the favorable policies on the parts of value-added tax and income tax which are reserved by the local authorities (three-year tax holiday followed by two-year 50% reduction) according to Circular Xxxx Xx [2006] No.1; (d) Party A shall be liable for compensation and relocation of people who live on the land and assisting Party B in the preparation of the construction of the Project, including, but not limited to project proposal, state-owned land use right approval; (e) Party A warrants that it will provide access of water, electricity and sewer facilities to the Project in the Industrial Park, but establishment of those facilities within the boundary of the land used for the Project shall be borne by Party B; (f) Party A shall be responsible ...
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Warranties of Party A. Party A represents and warrants to Party B on the date of TransferDelivery for each REC, that such REC complies with any Applicable Program for which the REC is specified as so complying, and on the date of TransferDelivery for each REC that: (i) Party A has good and marketable title to such REC; (ii) Party A has not sold the REC or any Environmental Attribute of the REC to be transferred to Party B to any other person or entity; (iii) all right, title and interest in and to such REC are free and clear of any liens, taxes, claims, security interests or other encumbrances except for any right or interest by any entity claiming through Party B; (iv) the REC is separate from the electric energy generated by the renewable energy facility, unless otherwise specified by the Parties.
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Warranties of Party A. 1. Party A undertakes to Party B that the equity interest in the Company transferred to Party B was genuinely funded by Party A. Party A is the legal and beneficial owner of the equity interest and has the right to dispose such equity interest at its sole discretion. The equity interest transferred by Party A is free from any charge, pledge, security or claims from any third party. Party A shall be liable for any obligation arising from any claims made in relation to the equity interest referred above; 2. After the transfer of the equity interest, the rights and obligations which Party A would have been entitled to and assumed shall be transferred to Party B upon the transfer of the equity; 3. Party B acknowledges the Company’s Memorandum and Articles of Association and undertakes to perform any obligation and liability as provided therein; 4. Any indebtedness and creditors’ rights of Xinjiang Daqo Tianfu Thermoelectric Co., Ltd. shall be assumed by Party A.
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Warranties of Party A. 1. Party A is a BVI company wholly controlled by Xxx Xxx (a PRC citizen, ID: ), has the capacity for civil rights and civil conduct required for execution and performance of this agreement and is capable of assuming civil liabilities independently. 2. All documents, statements and representations provided by Party A in connection with the loan shall be legal, true, accurate and complete. 3. Party A hereby warrants that this Loan Agreement shall not become invalid as a result of any change of the legal representative or any shareholder of the company and that it has no fraudulent conduct. If, upon maturity of the loan, Party A fails to fulfill its commitments or maliciously dodges or deliberately delays the repayment, it agrees to be penalized as follows: Party B may directly institute proceedings on the strength of this Loan Agreement before the court to recover the amounts and Party A shall unconditionally waive any and all defenses and counterclaims. Party B may apply on the strength of this Loan Agreement to lawfully freeze Party A’s bank account; this Loan Agreement shall be converted into an IOU issued by Party A to Party B.; the due amounts will be recovered and a late payment fine of 1% per day will be imposed on such aggregate amount of the loan; and any and all costs incurred during the period of such recovery process shall be assumed by Party A.
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Warranties of Party A. 1. Party A is a PRC legal person duly incorporated under the laws of the People’s Republic of China, having the capacities for civil right and conduct necessary for its execution and performance of this Agreement and the ability to assume civil liabilities independently. 2. All documents, statements and representations relating to the loan provided by Party A are legal, true, accurate and complete.
Sample 1
Warranties of Party A. 1. Party A shall construct and hand over the Premises on time and ensure the quality of the construction. 2. Party A shall not interfere with Party B’s production and business activities within its business scope in the Premises. 3. Party A shall maintain the construction site when constructing the new Premises and ensure that the construction will not affect Party B’s production and business. Party A shall enter into an agreement for the maintenance of the construction site with the constructor, which shall make clear of the responsibilities of the constructor. 4. In the event of any damage of the Premises due to the quality problem or natural wastage (excluding the quality problem of Party B’s decoration), Party A shall repair it at its own cost. If Party A fails to repair it promptly, which affects Party B in the use of the Premises, Party B may repair it instead at the cost of Party A. In the event of the damage of the Premises or facilities due to the improper use of Party B, Party B shall immediately repair it at its own cost. 5. Party B has the use right of the Premises within the tenancy. During the tenancy, in the event hat the whole or any part of the ownership of the Premises is transferred, or on which encumbrances are set up, it shall not affect Party B’s normal use of the Premises.
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Warranties of Party A. 8.2.1 Party A guarantees to periodically submit its financial statements to (including but not limited to annual, quarterly and monthly report) to Party B. 8.2.2 Party A guarantees to accept and actively cooperate with the Lender's check and supervision on its credit standing, production and operation and financial activities. 8.2.3 If Party A has signed any counter-guaranty agreement or similar agreements, the agreements shall not prejudice any rights of Party B under this Agreement. 8.2.4 Timely notice should be sent to Party B if Party A will experience the change of operational mode including but not limited to merger, division, jointly operation, cooperation with foreign investors, contracting, reconstruction, reorganization, IPO plan, decrease of registered capital, transfer of significant assets and stock, undertaking significant debt, setting up new debt on the security, or the security is subject to seizure, or Party A is dissolved, revoked, applying for or applied for bankruptcy, or Party A is involved in any material economic dispute, litigation or arbitration, or other events that may cause an adverse impact on Party A’s or the guarantor’s financial condition or ability to implement the Agreement. 8.2.5 Party A undertakes not to distribute any dividend or profit in any form during the term of the credit facility. 8.2.6 Any issue that is not covered by this Agreement shall be governed by the related stipulation and business practice of Party B.
Sample 1
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Related to Warranties of Party A

  • Representations and Warranties of Party A Party A hereby represents and warrants to Party B that 7.1 it is a limited liability company duly established and validly existing under the laws of China who has separate legal personality, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can xxx and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executed, and has full power and authority to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal and binding obligations, and is enforceable against it according to the terms hereof. 7.3 it shall promptly notify Party B of any circumstance that has or may have material adverse effect on Party A’s Business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.

  • Representations and Warranties of Party B Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement: 4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge Agreement.

  • Representations and Warranties of Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

  • Representations and Warranties of Licensor Licensor hereby represents and warrants to Licensee as follows:

  • Representations and Warranties of Participant The Participant represents and warrants to the Company that:

  • Representations and Warranties of Bank Bank warrants and represents to FTDI and the Funds that: a) Bank is a "bank" as defined in section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the "1934 Act");

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