Guarantee and Commitment Clause Samples
The Guarantee and Commitment clause establishes a party's obligation to ensure the fulfillment of certain promises or responsibilities under the agreement. Typically, this clause requires one party, often a guarantor, to back the performance or payment obligations of another party, providing assurance to the counterparty that commitments will be met. For example, a parent company may guarantee the debts of its subsidiary, or a third party may guarantee the delivery of goods. The core function of this clause is to allocate risk and provide security, ensuring that contractual obligations are honored even if the primary party fails to perform.
Guarantee and Commitment. Party A and Party B hereby declare, guarantee and promise as follows,
5.1 Both have all and full rights and authorization to sign and perform this Contract in accordance with the laws of China.
5.2 All documents and materials provided in respect to the signing of this Contract are true, valid and complete.
Guarantee and Commitment. 1. The Guarantor has the full capacities for civil rights and action required to sign and perform the contract.
2. All documents, materials and vouchers provided by the Guarantor to the Creditor are accurate, true, complete and valid.
3. The Guarantor does not conceal to the Creditor any major liabilities it has assumed and guarantees it has provided to others when signing this contract.
4. The Guarantor promises that: if the Guarantor is a third party and a company, when providing this guarantee, it has been approved by its board of directors, shareholders’ meeting and the resolutions of the shareholders’ meeting in accordance with the provisions of laws, regulations, regulatory requirements and articles of incorporation. If the company’s articles of incorporation contain a limit on the total amount of guarantee and the amount of a single guarantee, the guarantee under this contract does not exceed the prescribed limits.
5. Signing and performing this contract does not violate any contracts, agreements or other legal documents that are binding to the Guarantor. The Guarantor has obtained or will obtain all the necessary approval, permission, filing or registration required for this guarantee.
Guarantee and Commitment. 4.1 Each party hereby represents and warrants to the other parties as follows:
(1) The party has all necessary rights, capabilities and authority to enter into this Agreement and to perform all obligations and responsibilities under this Agreement;
(2) The party has passed all necessary internal procedures for the signing of this contract and has obtained all necessary internal and external authorizations and approvals;
(3) Signing and performing this Agreement will not violate any material contract or agreement that binds the party or its assets.
4.2 Party B and Party C respectively and jointly make the following further statements, warranties and commitments to Party A:
(1) On the effective date of this Agreement, Party B is a domestic enterprise or natural person, legally owns the entire equity of Party C, and has full and effective disciplinary power over the equity. The registered capital of Party C has been fully paid. Except for the pledge set by the “Equity Pledge Agreement” signed by the parties and other rights agreed by Party A in writing, Party B’s shareholding in Party C does not contain any mortgage, pledge, guarantee or other third party rights. And are not subject to third party recourse; and no third party is entitled to assign, issue, sell, transfer or convert any equity of Party C in accordance with any share options, conversion rights, pre-emptive rights or other agreements.
(2) During the term of this Agreement, Party B shall not transfer any equity of Party C to any third party or any collateral, pledge or other form of security or other third party interest, and guaranteed to be protected from third parties, except for the pledge set by the parties under the “Equity Pledge Agreement” or the prior written consent of Party A.
(3) Subject to the relevant laws and regulations of China, Party B and Party C will extend Party C's operating period according to the time limit for which Party A is permitted to operate, so that it is equal to Party A's operating period.
(4) During the term of this Agreement, Party B and Party C will do their utmost to maintain and increase the value of Party C's assets. Party unless prior written consent, shall not assign or otherwise dispose of the assets of Party C, or terminate any major agreement Party C as a party or enter into any agreement will adversely affect Party C 'assets and financial condition.
(5) During the term of this Agreement, Party A's articles of association may not be revised or changed e...
Guarantee and Commitment. 1. Party B shall guarantee that all information about Party C provided to Party A is true and legal when signing this agreement. The information includes, but is not limited to, the financial condition and conditions of production and management, industrial and commercial registration of the company, assets, project development and tax payments. The project of Shanghai Creative Industry Park of Party C’s Company has acquired various licenses examined and approved by the government and the documents of project development and construction have the continuous effectiveness, and guarantees there is no potential situation that various approved licenses and documents of project development and construction lose effectiveness; all equities of Party C’s Company do not encounter the situations such as assignment, setting pledge, pledge, sealed up and frozen by court (e.g. after signing this agreement, if the equities of Party C’s Company are limited due to asset financing and pre-sale made by Party A in the name of project, related responsibilities shall be assumed by Party A).
2. Party B’s guarantee In accordance with the agreed standard construction in this agreement, complete the work of agent construction on schedule and the construction quality shall accord with national construction standard and acceptance standard; transact the change and registration of shareholding according to the agreement.
3. Party A shall guarantee to pay Party B contract payment by the agreed amount and deadline in this agreement.
4. This project is contracted construction mode. Party A guarantees not to intervene in the normal agent construction work of Party B. financial personnel dispatched by Party A to Party C shall only take charge of supervising the funds used in this project construction. Any party shall take the responsibility for breach of the contract agreed in this agreement in case of violating the foregoing guarantees and commitments.
Guarantee and Commitment