乙方和丙方共同和分别向甲方声明和保证如下 Sample Clauses

乙方和丙方共同和分别向甲方声明和保证如下. Party B and Party C jointly and separately declare and guarantee to Party A as follows: (a) 乙方目前合法、有效的持有丙方100%的股权, 乙方对该股权的取得和持有并不违反任何法律法规或政府决定, 也未侵犯任何第三方的利益和权利; Party B currently legally and effectively holds 100% of the equity of Party C. Party B’s acquisition and holding of the equity does not violate any laws and regulations or government decisions, nor does it violate the interests and rights of any third party; (b) 丙方是根据中国法律适当成立和有效存续的有限责任公司, 其具有完整的权利能力和行为能力, 有权拥有、处置及经营其资产和业务, 并开展其目前正在进行或计划进行的业务。丙方已经取得从事其营业执照所述的所有业务的全部许可证、资格证书或其它政府部门批准、核准、备案或登记手续; Party C is a limited liability company duly established and validly existing in accordance with the laws of China, which has complete rights and behavioral capabilities, has the right to own, dispose and operate its assets and business, and to carry out its business which is currently in progress or planned. Party C has obtained all the licenses, qualification certificates or other governmental departments’ approval, approval, filing or registration procedures for all the business described in its business license; (c) 丙方自成立以来并未有过任何违反有关法律法规或政府规定的行为; Party C has not violated any relevant laws and regulations or government regulations since its establishment; (d) 乙方持有的丙方股权上不存在任何担保权益或任何其它第三方权利，甲乙双方另有约定的除外; There is no security interest or any other third party rights in the equity of Party C held by Party B, unless otherwise agreed by both parties (e) 该方并未遗漏向甲方提供任何可能影响其签订本协议的决定的, 有关丙方或其业务的文件或信息; This party has not omitted to provide Party A with any documents or information about Party C or its business that may affect its decision to enter into this Agreement; (f) 在股权转让完成之前, 该方不会以任何作为或不作为的方式授权或使得在本协议签署之日已经发行的股权之外发行或承诺发行新的股权, 不会对丙方的注册资本或股东结构进行任何形式的变更。 Prior to the completion of the equity transfer, such party will not authorize or cause to be issued or promised to issue new equity in addition to the equity already issued on the date of signing this agreement by any act or omission, and will not change the registered capital or shareholder structure of Party C in any form
Sample 1
AutoNDA by SimpleDocs
乙方和丙方共同和分别向甲方声明和保证如下. Party B and Party C jointly and separately declare and guarantee to Party A as follows: (a) 乙方目前合法、有效的持有丙方100%的股权, 乙方对该股权的取得和持有并不违反任何法律法规或政府决定, 也未侵犯任何第三方的利益和权利; Party B currently legally and effectively holds 100% of the equity of Party C. Party B’s acquisition and holding of the equity does not violate any laws and regulations or government decisions, nor does it violate the interests and rights of any third party; (b) 丙方是根据中国法律适当成立和有效存续的有限责任公司, 其具有完整的权利能力和行为能力, 有权拥有、处置及经营其资产和业务, 并开展其目前正在进行或计划进行的业务。丙方已经取得从事其营业执照所述的所有业务的全部许可证、资格证书或其它政府部门批准、核准、备案或登记手续; Party C is a limited liability company duly established and validly existing in accordance with the laws of China, which has complete rights and behavioral capabilities, has the right to own, dispose and operate its assets and business, and to carry out its business which is currently in progress or planned. Party C has obtained all the licenses, qualification certificates or other governmental departments’ approval, approval, filing or registration procedures for all the business described in its business license;
Sample 1

Related to 乙方和丙方共同和分别向甲方声明和保证如下

  • FUNDING AVAILABILITY This Contract is contingent upon the continued availability of funding. If funds become unavailable through the lack of appropriations, legislative or executive budget cuts, amendment of the Appropriations Act, state agency consolidation or any other disruptions of current appropriations, DFPS will reduce or terminate this Contract.

  • Funds Available Unless the Administrative Agent shall have received notice from a Lender prior to 1:00 P.M. (New York City time) on the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the relevant Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the relevant Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the relevant Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.

  • Minimum Availability Borrower shall have minimum availability immediately following the initial funding in the amount set forth on the Schedule.

  • Closing Availability After giving effect to all Borrowings to be made on the Effective Date, the issuance of any Letters of Credit on the Effective Date and the payment of all fees and expenses due hereunder, and with all of the Loan Parties’ Indebtedness, liabilities, and obligations current, Availability shall not be less than $20,000,000.

  • Funds Availability For determining the availability of your deposits, every day is a business day except Saturdays, Sundays, federal holidays and legal banking holidays in the State of Utah.

  • Market Disruption (a) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of: (i) the Margin; (ii) the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and (iii) the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan. (b) In this Agreement “Market Disruption Event” means:

  • Market Disruption Event Section 6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following:

  • Market Capitalization At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1

  • High Availability Registry Operator will conduct its operations using network and geographically diverse, redundant servers (including network-­‐level redundancy, end-­‐node level redundancy and the implementation of a load balancing scheme where applicable) to ensure continued operation in the case of technical failure (widespread or local), or an extraordinary occurrence or circumstance beyond the control of the Registry Operator. Registry Operator’s emergency operations department shall be available at all times to respond to extraordinary occurrences.

  • Liquidity Ratio A Liquidity Ratio of at least 1.50 to 1.00.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!