REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby represents, warrants and undertakes to the Custodian that:
(i) it is duly organized and validly existing under the laws of the jurisdiction of its organization;
(ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement;
(iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and
(iv) this Agreement is legal, valid and binding on the Client;
(v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement;
(vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law);
(vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and
(viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof.
(B) The Custodian here...
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and
(ii) clause 4(b) of Amendment Number Two, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in Clause 4.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, (A) contain amendments that will, if applicable, be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect the Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in Clause 3;
(ii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at, or promptly following, the Amendment Effective Date; and
(iii) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the credit agreements with any of the Borrower's creditors, other than any of its creditors under an ECA Financing, include similar covenants regarding security and guarantee requirements to those requested to be amended under the Request, such covenants are substantially aligned with the similar covenants set out in the Amended Credit Agreement ignoring for this purpose, if applicable, any current differences between them and/or their definitions which the Borrower in good faith consider immaterial in giving this representation and any differences arising from the application of differing governing laws applicable.
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 5.1 The Issuer hereby represents, warrants and undertakes to the Subscriber in the terms set out in this Clause 5 and Schedule 3 as at the date hereof and as at Completion.
5.2 The Subscriber hereby represents, warrants and undertakes to the Issuer in the terms set out in this Clause 5 and Schedule 4 as at the date hereof and as at Completion.
5.3 The Issuer is deemed to have repeated all the Issuer Warranties on the basis that such Issuer Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Issuer Warranties shall have effect as if given at each of such times as well as the date of this Agreement.
5.4 The Subscriber is deemed to have repeated all the Subscriber Warranties on the basis that such Subscriber Warranties will, at all times from the date of this Agreement up to and including the Completion Date, be true, complete and accurate in all material respects (with respect to the facts and circumstances subsisting at such time except as specifically provided otherwise) and such Subscriber Warranties shall have effect as if given at each of such times as well as the date of this Agreement.
5.5 Each Warranty shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement.
5.6 If any party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this Agreement or breaches any of the terms set out in this Agreement or any Warranties given by it in any material respect prior to Completion, then without prejudice to all and any other rights and remedies available at any time to a non-defaulting party (including but not limited to the right to damages for any loss suffered by that party), any non-defaulting party may by notice either require the defaulting party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting party to perform any of its obligations on or prior to Completion in any material respect, treat the defaulting party as having repudiated this Agreement and rescind the same, whereupon neither party shall be obliged to...
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 3.1 Grantors jointly and severally make the following representations and warranties:
3.1.1 On the date of signing this Agreement and each Delivery Date, Grantors have the powers, rights, authority and ability to sign and deliver this Agreement and any share transfer agreement (hereinafter referred to as “Transfer Agreement”) signed by them as a party thereto for each share transfer according to this Agreement and to perform their obligations under this Agreement and any Transfer Agreement. This Agreement and any Transfer Agreement to which they are a party shall constitute their legal, effective and binding obligations that are enforceable on them according to the provisions thereof once signed.
3.1.2 No signing and delivery of this Agreement or any Transfer Agreement and no performance by Grantors of their obligations under this Agreement or any Transfer Agreement shall (i) result in any violation of any relevant laws and regulations of the PRC; (ii) conflict with the articles of association or other organizational documents; (iii) result in any breach of any binding agreements or instruments to which they are a party or constitute any breach of contract under any binding agreements or instruments to which they are a party; (iv) result in any breach of any licenses or approvals issued by the relevant competent government departments to them; or (v) cause any licenses or approvals issued by the relevant competent government departments to them to be suspended or revoked or attached with any conditions;
3.1.3 There is no suit, arbitration or other judicial or administrative proceedings that are pending or may have a substantial impact on the performance of this Agreement or any Transfer Agreement.
3.1.4 Grantors have good and marketable ownership of all shares of Party C. There are no pledges, liabilities and other third party encumbrances on Party C’s shares held by Grantors other than the pledge under the Equity Pledge Agreement.
3.1.5 Grantors have disclosed to Party A all circumstances that may have a material adverse effect on the performance of this Agreement.
3.1.6 The option granted by Grantors to Party A is exclusive, and Grantors have not otherwise granted any third party any other options or similar rights before or when granting the option to Party A.
3.2 Grantors jointly and severally make the following undertakings:
3.2.1 Within the term of this Agreement, Grantors will not create any pledges, liabilities and any other third party encumbrance...
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 Party A hereby makes irrevocable representations, warranties and undertakings below:
(1) Party A is a wholly foreign-owned limited liability company duly incorporated and validly existing under the laws of China; Party A or its designated service provider will, prior to its provision of any services hereunder, obtain all government permits and licenses necessary for the provision of such services;
(2) Party A has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) to execute, deliver and perform this Agreement; Party A’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws;
(3) This Agreement constitutes obligations which are lawful, valid to and binding on it and enforceable against it under the provisions hereof.
4.2 Party B hereby makes irrevocable representations, warranties and undertakings below:
(1) Party B is a limited liability company duly incorporated and validly existing under the laws of China. Party B has obtained and will maintain all government permits and licenses necessary for its conducting the Primary Business.
(2) Party B has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) to execute, deliver and perform this Agreement; Party B’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws.
(3) This Agreement constitutes obligations which are lawful, valid to and binding on it and enforceable against it under the provisions hereof.
(4) Without the prior written consent of Party A, Party B shall not dispose of Party B’s major assets in any manner, nor shall Party B change its existing composition of shares.
(5) Party B will pay the service fees to Party A in full and on schedule as stipulated herein.
(6) Party B will promptly inform Party A of the circumstances that have or may have a material adverse effect on its business and its operation, and shall make every effort to prevent the occurrence of such circumstances and/or the expansion of losses.
(7) Except as required by the daily operation, without the prior written consent of Party A, Party B and its subsidiaries shall not sell, transfer, mortgage or otherwise dispose of the legitimate interests in any assets, business or procee...
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 As at the date of this Agreement, the Issuer represents, warrants and undertakes to the Dealers and each of them as follows:
(a) that:
(i) its most recently published audited consolidated financial statements (the audited accounts); and
(ii) its most recently published unaudited interim consolidated financial statements, were in each case prepared in accordance with the requirements of the Prospectus Regulation and that they present fairly (i) its consolidated financial condition as at the date to which they were prepared (the relevant date) and (ii) its results of operations, cash flows and changes in shareholders’ equity for the financial period ended on the relevant date and, except as disclosed in the Base Prospectus, that there has been no change nor any development or event reasonably likely to involve a prospective change which is materially adverse to its consolidated condition (financial or other), prospects, results of operations, or general affairs, or that of the Issuer, as the case may be, since the date of the audited accounts;
(b) its most recently published statutory (parent only) financial statements are correct and complete (as the term is understood pursuant to article 958c of the Swiss Code of Obligations) and have been prepared on a consistent basis in accordance with Swiss law and, except as disclosed in the Base Prospectus, since the date to which the most recent such accounts were prepared there has been no change nor any development or event reasonably likely to involve a prospective change which is materially adverse to its condition (financial or other), prospects, results of operations or general affairs;
(c) that the Base Prospectus contains all information with respect to itself and the Notes to be issued under this Agreement that is material in the context of the Notes to be issued under this Agreement, all statements of fact contained in the Base Prospectus are true and accurate in all material respects and not misleading in any material respect and all statements of intention, opinion or expectation contained in the Base Prospectus are honestly and reasonably held and have been made after due and careful consideration, there is no other fact or matter omitted from the Base Prospectus which (i) was or is necessary information which is material to an investor and their investment advisers for making an informed assessment of its assets and liabilities, financial position, profits and losses and prospects, the rights attac...
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 14.1 The Client represents and warrants to WLSL the following:
(a) the information provided by the Client to WLSL, whether in the Client Information Form, the Securities Account Application Form or otherwise is true, accurate and complete and not misleading in any respect and WLSL is entitled to rely on such information until WLSL has received notice in writing from the Client of any changes therein;
(b) (in the case of a corporation)
(i) the Client is validly incorporated and existing under the laws of its place of incorporation and has full power and capacity to enter into and perform its obligations hereunder;
(ii) the Client’s entry into of this Agreement has been duly authorised by its governing body and does not breach its Articles of Association (and the Memorandum of Association also if the Client has the same) or other constitutional documents (as applicable);
(c) all necessary consents or authorisation which may be required for the Client’s entering into and performance of this Agreement have been obtained and are in full force and effect;
(d) the Client has the authority and legal capacity to enter into and perform its obligations under this Agreement and this Agreement constitutes valid and legally binding obligations of the Client in accordance with its terms;
(e) the Client is not resident in a jurisdiction where there is any restriction on purchase of Securities by the Client. If the Client becomes resident in any such jurisdiction the Client shall inform WLSL immediately and will if so required by WLSL sell or redeem any such restricted Securities. The above representations and warranties shall be deemed to be repeated immediately before each Instruction is given or executed.
14.2 The Client undertakes that
(a) it will notify WLSL in writing of any change in the information mentioned in Clause 14.1(a) above;
(b) when purchasing or dealing in any Securities it will ensure that the Client is not subject to and is not acting on behalf of any person who is subject to any prohibition against the purchase of or dealing in any Security.
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 16.1 Client represents, warrants and undertakes to SHKCOM (in this Clause 16, referred to as the “Warranties”) that:
16.1.1 where Client is a corporation, it has been duly incorporated or established in accordance with all applicable laws and regulations and has the corporate power to enter into and perform this Agreement and has taken all necessary corporate and other action to authorise this Agreement upon these terms and conditions;
16.1.2 no consent or authority of any person (except, in the case of a corporate client, as already obtained as contemplated in Clause 16.1.1) is required for Client to enter into this Agreement including without limitation the power of borrowing and giving security over its assets, or as the case may be, Client has obtained all such necessary consent or authority (including without limitation, consent from its employer where applicable);
16.1.3 the entering into by Client of this Agreement or any trading or borrowing activity in connection with this Agreement will not place Client in breach of the terms of any other arrangement or document (including any constitutional documents such as Client’s memorandum and articles of association if Client is a corporation and/or deed of trust if Client is a trustee or trust corporation), any staff dealing policies or rules of its employer (if any) or of any obligations under general law or imposed by Regulatory Rules; and Client undertakes to fully comply all relevant Laws, Regulatory Rules, terms, policies and rules;
16.1.4 no Event of Default or Potential Event of Default has occurred and is continuing;
16.1.5 no money, securities or other property received by SHKCOM from Client in connection with this Agreement is subject to any restrictions on transfer or assignment, any lien, claim, charge or encumbrance or any other interest of any third party (other than a lien routinely imposed on all securities in a relevant clearance system);
16.1.6 Client has not taken any action nor has any step been taken or legal proceeding been started or threatened for the bankruptcy or liquidation of the Client. Nor has the Client entered into a compromise or scheme of arrangement with its creditors;
16.1.7 Client acknowledges that it is Client’s duty to ascertain Client’s nationality, citizenship, domicile or similar status. Client undertakes not to deal in, purchase or subscribe for any F/O Contracts, commodities or investments which by virtue of the Client’s status or other characteristics Client is...
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. Each Party hereby represents and warrants to the other Party that, as of the date this Contract Amendment No. 10 is signed and as of the Effective Date of this Contract Amendment No. 10:
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. Each Party hereby represents and warrants to the other Party that, as of the date this Contract Amendment No. 15 is signed and as of the Effective Date of this Contract Amendment No. 15:
