Representation and Guarantees Clause Samples
The 'Representation and Guarantees' clause sets out the specific statements of fact and assurances that each party makes to the other at the time of entering into the agreement. These may include affirmations about authority to contract, ownership of assets, compliance with laws, or the absence of undisclosed liabilities. By clearly stating these representations and guarantees, the clause helps allocate risk and provides a basis for legal recourse if any of the statements are later found to be false or misleading.
Representation and Guarantees. Client shall make following representation and guarantees as each time Financing Bank provides credit as per the Agreement and subordinate documents.
(a) Client shall be registered subject to China’s laws and regulations, excluding Hong Kong, Macaw and Taiwan. Additionally Client shall be authorized to sign the Agreement and relevant documents, and have undertaken necessary activities to execute the Agreement in a lawful and effective way.
(b) Client by signing the Agreement and performing the liabilities hereunder has not violated or will not violate any other signed contracts, documents, articles of incorporation, applicable laws, regulations, orders, competent authority’s policies, resolution, decrees, nor will conflict with other liabilities or arrangement borne by Client.
(c) Client, its any shareholder and affiliated company isn’t involved into any proceedings or contingencies like liquidation, bankruptcy, shake-off, merger and acquisition, spin-off, reorganization, winding-up, close-up or stop-off.
(d) Client is free from any civil, criminal or administrative proceedings or similar arbitrations or contingencies that may pose significant impact.
(e) Client’s legal representative, directors, supervisors or other senior officers, and any material assets of Client are free from events or contingencies like any coercion, confiscation, detainment, freezing and inspection.
(f) Client represents that all the financial sheets furnished by Client are subject to Chinese laws and regulations, reflecting its financial status in a truthful, complete and fair manner. Client guarantees that all its or guarantor's materials, documents or files furnished to Financing Bank shall be truthful, effective, accurate and complete without any omission or concealment;
(g) Client shall strictly abide by applicable laws, regulations and business license throughout its operation. Client shall process the annual review in due time.
(h) Client guarantees that no other events or contingencies may or will cast material interest adverse to Client's capability of executing the Agreement.
Representation and Guarantees. 9.1 The Parties render the following representations and guarantees to each other, which they declare to be true, accurate, complete and current on this date:
Representation and Guarantees