Declarations and Warranties Sample Clauses
The Declarations and Warranties clause sets out specific statements of fact and assurances made by one or both parties regarding the subject matter of the agreement. These statements may include confirmations about ownership of assets, authority to enter into the contract, compliance with laws, or the absence of undisclosed liabilities. By clearly outlining these representations, the clause helps allocate risk between the parties and provides a basis for remedies if any statements are later found to be untrue.
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Declarations and Warranties. 1. Both parties signing this agreement make the following statements and guarantees:
(1) Party A, Party B and Party C are independent civil subjects and have legal rights or authorization to sign this agreement.
(2) The funds, technologies, business plans and other data and documents invested by Party A, Party B and Party C are the legal property and intellectual property owners owned by Party A, Party B and Party C, without any rights defects; Otherwise, this party shall continue to undertake the obligation to supplement the investment funds, correct the technical and data rights defects and all legal responsibilities.
(3) The documents and materials submitted by Party A, Party B and Party C to the Company are true, accurate and effective.
(4) Party A, Party B and Party C shall not damage the legal rights of the company or the other partner. Otherwise, the other partner has the right to pursue the other partner's liability for breach of contract.
2. Rights and obligations of both parties:
(1) Rights of partners: ① Keep abreast of the company's work progress;
Declarations and Warranties. 6.1. The parties declare and guarantee that the following declarations and guarantees are and will continue to be valid, accurate and producing legal effects throughout the term of this Contract:
a) Each Party is a trading company validly organised, registered and operating legally, in accordance with the laws of the home state;
b) Neither Party has terminated or suspended the payment of its debts or has not become unable to pay the debts or is not subject to a bankruptcy, liquidation or insolvency procedure;
c) This Contract establishes legal and valid rights and obligations for each Party, the Parties expressing their free and serious agreement to conclude this Agreement, with the intention of assuming the rights and obligations provided in it and executing all the contractual provisions;
d) The signing and execution of this Contract is the capacity and competence of each Party, which has been legally authorised in this respect and do not contravene any legal provisions or any constituent document of the Parties;
e) The parties have all the information and data that they have considered necessary and sufficient regarding the obligations assumed by this Contract and know the legal provisions regarding the benefits arising from it;
f) By signing this Agreement, the parties confirms that they have understood and accepts each and every contractual provision, which considers to be clear, intelligible and equitable;
g) The Parties assume the risk of error regarding the additional information and data which they have not investigated or requested from the other Party and which were not required to be provided to the other Party;
h) The information and documents made available to the other Party in order to conclude and execute this Contract are correct, complete and valid and correspond to the reality of law andfact.
Declarations and Warranties. 4.1. The Existing Shareholders hereby separately and jointly declares and warrants the followings, and such declarations and warranties shall remain valid, as they would have done at the time of the transfer of option shares.
4.1.1. The Existing Shareholders are Chinese citizens with full capacity for conduct; they have complete and independent legal status and legal capacity to sign, deliver and perform this Agreement, and can be independent as the main body of the lawsuit.
4.1.2. The Company is a limited liability company duly registered and validly existing under PRC laws. It has independent legal person qualification. The Company has complete, independent legal status and legal capacity to sign, deliver and perform this Agreement, and may independently act as the subject of litigation.
4.1.3. The Existing Shareholders has full right and authority that it has signed and delivered this Agreement and all other documents relating to the transactions referred to in this Agreement and which it will sign. And it has full power and authority to complete the transactions referred to in this Agreement.
4.1.4. This Agreement is lawfully and duly signed and delivered by the Existing Shareholders. This agreement constitutes a lawful and binding obligation to the Existing Shareholders. And may be enforced to them in accordance with the terms of this Agreement.
4.1.5. The Existing Shareholders are duly registered owners of the Company on the effective date of this Agreement, in addition to rights regulated in the Agreement, the Amended and Restated Equity Pledge Agreement signed by the Existing Shareholders, the Company and the WFOE, and the Amended and Restated Shareholders’ Voting Rights Proxy Agreement signed by the Existing Shareholders, the Company and the WFOE, there are no lien, pledge, claim and other security interests and the rights of the three parties on the Call Option. In accordance with this Agreement, any other entity or individual designated by the WFOE and / or the WFOE may obtain a good ownership of the transfer of equity, without any lien, pledge, claim, or other right of security or third party rights.
4.2. The Company hereby declares and warrants as followings:
4.2.1. The Company is a limited liability company duly registered and validly existing under PRC laws. It has independent legal person qualification. The company has complete, independent legal status and legal capacity to sign, deliver and perform this Agreement, and may independently ac...
Declarations and Warranties. Customer represents and warrants that it is entitled to execute and implement the Agreement in accordance with its terms and that all necessary permissions, clearances and approvals of any Governmental Authority have been obtained prior to the Customer’s acceptance of the Agreement.
Declarations and Warranties. Declarations and Warranties of the Buyer contained in this Agreement shall be true and correct as of the effective date of signing of this Agreement and (except in cases that such warranties bear the earlier date) shall be true and correct on the Closing Date with the same force and effect.
Declarations and Warranties. The declarations and warranties rendered by the SALESPERSONS, as established in the Section Five below (the "Declarations and Warranties") should be correct and complete and should continue valid at the Closing Date, having the BUYER received the documents and enough information evidencing, for the BUYER'S satisfaction, that referred Declarations and Warranties are complete and validate.
Declarations and Warranties. 5.1 THE SALESPERSONS render each one, individual, solidary and unlimitedly, the following Declarations and Warranties, which should be true and correct in the Closing Date:
Declarations and Warranties of the Client
1. Client declares that all deeds and other documents which the Client submitted to the Bank in connection with this credit relationship are full, complete, true, valid, effective and legally enforceable, and the Client also confirms and warrants that all of its warranties and declarations made with respect to the Bank, including the declarations specified in the Business Terms and Conditions, are true, valid and effective.
2. The Client further represents that:
a) the conclusion hereof and its fulfilment shall lead neither to a breach of any of its obligations nor to a breach of property or contractual rights of third parties;
b) the assumption of obligations hereunder and the related legal acts and their fulfilment was duly approved by all relevant bodies active within the business and organisational-legal structure of the Client and that it does/shall not require any other consent or approval, neither by any external body or entity whatsoever;
c) the Client is not aware of the fact that there would be imminent or already initiated proceedings held by a court, arbitrator or a body of public administration against the entity of the Client or against its property, which proceedings might adversely impact on the Client's capacity or possibility to fulfil its obligations arising hereunder duly and on time or on its total property or economic and business situation;
d) all data with respect to its entity and property or economic and business situation and other information communicated by the Client to the Bank in connection with negotiating and concluding this Agreement and with the related legal acts, are true and complete and represent an integrated overview of the Client's total property or economic and business situation as well as on its capacity to honour its obligations in future;
e) the Client acquainted the Bank with all of its currently known obligations that arose or might realistically arise from a securing provided by the Client or from the Client's currently known liability for the payment of either own obligations or obligations of third persons.
3. By its execution hereof the Client declares, that as of the day of the execution of this Amendment there is no currently known obligation of the Client towards a third person to which the Client would not have expressly alerted the Bank and the satisfaction of which would have priority to the Bank's entitlement to satisfaction of its claims hereunder or the securing of which would pro...
Declarations and Warranties. 13.1 Each Party declares and warrants to the other Party as of the Effective Date that:
(a) it has the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and
(b) has been duly authorised to execute this Agreement and that this Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar situation affecting creditors' rights; and
13.2 Neither Party makes any declaration or warranty other than those expressly provided hereunder. SDB and the Licensor do not make any declaration or warranty regarding the patentability of any patent application included in the Patent Rights or the prospect to extend any Patent Right. SDB does not make any representation or warranty that the use of any of the Patent claims or piece of information or of Licensed Know-how does not infringe any patent or other intellectual or property rights belonging to Third Parties.
13.3 EXCEPT AS EXPRESSLY SET FORTH IN CLAUSE 13.1, SDB AND THE LICENSOR DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE VALIDITY, ENFORCEABILITY, AND SCOPE OF THE PATENT RIGHT, INCLUDING ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, SDB AND THE LICENSOR WILL HAVE NO LIABILITY WHATSOEVER TO LICENSEESS OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED ON SUBSUBLICENSEESS OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A) THE MANUFACTURE, USE, OFFER FOR SALE, SALE, OR IMPORT OF A LICENSED PRODUCT, OR THE PRACTICE OF THE PATENT RIGHT; OR (B) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES CONCERNING ANY OF THE FOREGOING.
13.4 TO THE FULLEST EXTENT PERMITTED BY LAW, SDB AND THE LICENSOR WILL NOT BE LIABLE TO SUBLICENSEES OR ANY OTHER PERSON FOR ANY INJURY TO OR LOSS OF GOODWILL, REPUTATION, BUSINESS, PRODUCTION, REVENUES, PROFITS, ANTICIPATED PROFITS, CONTRACTS, OR OPPORTUNITIES (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES WHETHER ARISING...
Declarations and Warranties. 5.1. The determination in clause 7.1.1 below, being observed, the SELLERS render each one, individual, solidary and unlimited, the following Declarations and Warranties, which should be true and correct on the Closing Date: