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 A. Party A represents and warrants to Party C and the Schools that:
(1) it is a wholly foreign-owned enterprise duly registered and validly existing under the PRC Laws with the independent legal person qualification; has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and can act as an independent subject of litigation;
(2) this Agreement has been duly executed by Party A, and constitutes legal, valid and binding obligations on Party A;
(3) it has full internal power and authority to execute and deliver this Agreement and all the other documents relating to the transaction referred to herein, and has full power and authority to consummate the transaction referred to herein;
(4) there is no outstanding or (to its knowledge) threatening lawsuit, legal proceedings or claims against it or its assets before any court or tribunal or any governmental authority or administrative organ, which has adverse effects on its economic situation or its ability to perform the obligations hereunder; and
(5) its execution and performance of this Agreement will not violate any applicable laws, regulations or provisions currently in force, court judgements or arbitral awards, decisions, approvals or permits of any administrative authority, or any other agreements to which it is a party or by which its assets are bound, nor result in any suspension, revocation, confiscation, or non-renewal upon expiration of any applicable approvals or permits of any governmental authority.
Representations and Warranties of Party A. 7.1.1 Party A is validly incorporated and has independent status of a corporation and a valid business license;
7.1.2 Party A has consistently engaged in business activities in accordance with the law and has not undertaken any activities beyond its business scope as prescribed by the law;
7.1.3 Party A has been granted with all governmental approvals (if required) and internal authorizations necessary for executing this Agreement and performing all of its obligations as contemplated hereby. The signatory to this Agreement is the authorized representative of Party A. This Agreement shall be binding upon Party A upon execution.
7.1.4 Party A’s execution of this Agreement or performance of any of its obligations hereunder neither violates any other agreements to which it is a party or its articles of association, nor legally conflicts with such agreements or its articles of association.
Representations and Warranties of Party A. 1) Party A is a legally established and validly existing enterprise solely owned by the state. It possesses independent juridical person qualifications and holds valid legal business license as a corporation. Party A has the legal right to own, rent and operate its property and to sign and fulfill this Agreement.
2) Party A always undertakes business activities in a legal manner and has never taken any activities beyond the business scope as legally regulated.
3) Party A has obtained all governmental approvals (if required) and completed all internal authorization procedures for signing this Agreement. The person who signs this Agreement is the effective authorized representative of Party A and this Agreement, once signed, constitutes obligations Party A is obligatory to bear.
4) Party A does not breach any laws or regulations or any other agreements Party A signs or Articles of Association of Party A by signing this Agreement or fulfilling its obligations hereunder.
5) Party A is obligatory to take further necessary actions, including signing other related agreements, contracts or documents, to ensure realization of the purpose and stipulations of this Agreement.
Representations and Warranties of Party A. 6.1 (for authority) Party A, as a Chinese legal person or other organization, legally established in the People's Republic of China according to the laws of China, has the qualified capacities for civil rights to sign and perform this contract and the ability to independently bear civil liabilities. Party A was awarded the necessary and legal approval and authorization, internally or externally, to sign this agreement. (For individual) Party A, as a natural person, has the qualified capacities for civil rights and behavior to sign and perform this contract and the ability to independently bear civil liabilities. Party A has no overdue loans, debit interest, malicious overdraft of credit card and other bad credit history, and no criminal record. Party A is qualified with all the conditions for Guarantor in accordance with laws and regulations.
6.2 Party A fully understands and agrees to all terms of the principal contract, and confirms the authenticity of the businesses relating to the principal contract. Party A voluntarily gives priority to the debtor to the principal contract in providing guaranty. All the meaning of such party under this contract is true. Party A hereby commitments that Party A will bear his guaranty responsibilities in accordance with the contract even if the actual uses of such credit amount adopted by the debtor to the principal contract are discrepancy to the uses under the principal contract (including but not limited to repaying loan with loan).
6.3 Party A confirms that the guaranty provided will not be restricted or banned nor will cause any illegal situation.
6.4 All data and information provided by Party A are legality, truthfulness, accuracy, and integrally. Except for the information disclosed to Party B in written form, Party A has disclosed Party B with all other major liabilities (including contingent liabilities), default behavior, litigation, arbitration events or other significant issues, and other key assets-influenced cases that may affect the performance of this contract.
6.5 Party A confirms: in the event the debtor to the principal contract fails to perform due debts or the occurrence of the agreed Guarantor bearing the guaranty responsibilities, regardless Party B possess other guaranty (including but not limited to the debtor to the principal contract and/or a third person provide material guaranty, guaranty, letter of guaranty, standby letter of credit and guaranty modes) to the creditor’s rights under this con...
Representations and Warranties of Party A. 6.1 Party A is a limited liability company duly registered and legally existing in accordance with its Chinese laws, with independent legal personality, complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as a litigation subject.
6.2 Party A has full power and authority to sign and deliver this Agreement and all other documents to be signed that are related to the transactions described in this Agreement and has full power and authority to complete the transactions described in this Agreement. This Agreement shall be legally and properly signed and delivered by Party A. This Agreement constitutes a valid and binding obligation of Party A, enforceable against it in accordance with the terms hereof.
Representations and Warranties of Party A. Party A hereby makes the following representations and warranties for the benefit of Party B:
Representations and Warranties of Party A. Party A hereby represents and warrants as follows:
3.1.1 Party A is a company that is duly registered, validly existing under the laws of the PRC and is authorized to enter into this Agreement.
3.1.2 Party A has the power to enter into and perform this Agreement in accordance with its charter and organizational documents as well as its business scope, and has taken all necessary action to obtain all consents and approvals necessary to execute and perform this Agreement, and the execution and performance of this Agreement by Party A does not and will not result in any violation of enforceable or effective laws or contractual limitations.
3.1.3 Upon execution, this Agreement shall constitute the legal, valid and binding obligation of Party A and may be enforceable in accordance with the terms hereof.
Representations and Warranties of Party A. 6.1.1 Party A has all necessary corresponding rights, powers, and authorizations to sign this Agreement, fulfill their respective obligations hereunder and complete the proposed Transaction.
6.1.2 This Agreement constitutes the legal, valid, and binding obligations of Party A, and may be enforced against it in accordance with the terms hereof.
6.1.3 The execution, delivery and performance of this Agreement by Party A does not and will not violate or conflict with any laws or government directives applicable to it and any binding agreements, contracts and other legal documents entered into by it.
6.1.4 Party A has obtained any and all written consents, approvals and authorizations from third parties, which are necessary to execute, deliver and perform this Agreement and complete the transactions hereunder.
