Regarding the Company. The Company hereby agrees to hire, purchase, develop and maintain such dedicated personnel, facilities, equipment, software, resources and capabilities as both parties may mutually determine to be reasonably necessary for the satisfactory performance of the duties and responsibilities of the Company. The Company warrants and represents that its officers and supervisory personnel charged with carrying out services for the Fund possess the special skill and technical knowledge appropriate for that purpose. The Company shall at all times exercise due care and diligence in the performance of services for the Fund. The Company agrees that, in determining whether it has exercised due care and diligence, its conduct shall be measured by the standard applicable to persons possessing such special skill and technical knowledge.
Regarding the Company. Seller represents and warrants to Buyer that the statements contained in this Article 4 are true and correct as of the date hereof.
Regarding the Company. The Sellers and the Company, jointly and severally, represent and warrant to the Buyer as follows:
Regarding the Company. The Seller makes the following representations and warranties, all to the best of his knowledge, to Purchaser as of the date hereof and as of the Closing Date, unless a different date is specifically provided herein.
Regarding the Company. Each of Party B and Party C shall exercise any voting rights arising out of the Equity Interests and take all other necessary actions to ensure that the Company:
(a) obtains or completes each (as appropriate) governmental approval, authorisation, licence, registration and filing procedure that is necessary to perfect the ownership of its respective assets and to engage in the businesses specified in its business licence;
(b) does not supplement or modify its articles of association or other constituent documents, increase or reduce its registered capital, change its current business activities, or alter its shareholding structure, without the prior written consent of Party A;
(c) manages its business and handles its financial and commercial affairs prudently and in accordance with the relevant laws and codes of practice;
(d) does not sell, transfer, pledge or otherwise dispose of any legal or beneficial interest of its assets, businesses or income, or permit the creation of such other security interest thereon, without the prior written consent of Party A;
(e) does not incur, inherit, warrant or permit the existence of any debt or encumbrance without the prior written consent of Party A;
(f) does not enter into any contract valued in excess of RMB 5,000 without the prior written consent of Party A, except in the ordinary course of business;
(g) does not, under any circumstance, enter into any contract valued in excess of RMB 100,000 without the prior written consent of Party A;
(h) does not extend any loan or credit to any party, or provide any guarantee or assume any obligation of any party, without the prior written consent of Party A;
(i) provides all information relating to its operations and financial affairs to Party A upon Party A’s request;
(j) obtains and maintains insurance with insurers acceptable to Party A, for an amount and on terms and conditions comparable to the insurance maintained by companies engaging in similar businesses with similar assets or properties and in terms satisfactory to meet any insurance requirements at law in the jurisdictions in which the Company operates;
(k) does not merge or consolidate with any third party or acquire or invest in any third party, without the prior written consent of Party A;
(l) notifies Party A immediately if any legal action, arbitration or administrative procedure relating to his assets, operations or income arise or become likely to arise;
(m) does not pay dividends or distributions of any kind...
Regarding the Company. Each of Existing Member and the Company hereby represents and warrants (without limiting any other representations or warrants made by either party in this Agreement) to New Member as follows:
Regarding the Company. Except as set forth in the Disclosure Schedule, the Company and the Shareholders jointly and severally represent and warrant as follows:
Regarding the Company. The Company warrants as following:
(a) that all information provided to QuickFee about the Company and its Clients is true, accurate and not misleading (whether by omission or otherwise) in any respect;
(b) that it will not charge or levy a fee or expense on a Client in making the Service available to a Client;
(c) that the financial statements of the Company disclose a true and fair view of the affairs, financial position and assets and Liabilities of the Company and of the income, expenses, results of operationsand cash flow of the Company for the previous two 12- month periods preceding the date of this Agreement (the “Accounts Date”);
(d) that since the Accounts Date there has been no material adverse change in the assets, Liabilities, turnover, earnings, financial condition, trading position or affairs of the Company;
(e) that they will immediately notify QuickFee, if since the Accounts Date there has been a material adverse change in the assets, Liabilities, turnover, earnings, financial condition, trading position or affairs of the Company of greater than 10%; and
(f) the persons signing this Agreement have the authority of the Company to enter into this Agreement.
(g) They have been introduced to this solution by QuickFee and will not access services directly from any party engaged by QuickFee for delivery of the Services and that to do so would cause QuickFee loss that would not be adequately compensated by common law damages
(h) no Covered Entity is a Sanctioned Person, and no Covered Entity, either in its own right or through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, (ii) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti- Terrorism Law; or (iii) engages in any dealings or transactions prohibited by any AntiTerrorism Law.
Regarding the Company. Seller hereby represents and warrants to Buyer that, except as set forth in the Seller Disclosure Schedule, the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date). The Seller Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in Article II and this Article III. The disclosures in any section or subsection of the Seller Disclosure Schedule shall qualify only the corresponding section or subsection in this Agreement except to the extent that it is clear from a reading of the disclosure that such disclosure is applicable to such other sections or subsections.
Regarding the Company. Except as set forth in Section 4 of the Disclosure Schedule in a numbered paragraph that corresponds to the section for which such disclosure is made, the Company hereby represents and warrants to the Purchaser, as of the date hereof or, if a representation or warranty is made as of a specified date, as of such date, as follows:
