陈述、保证、承诺条款的翻译Representations, Warranties and Undertakings

陈述、保证、承诺条款的翻译

Representations, Warranties and Undertakings

翻译实践

1. Party A hereby represents and warrants to Party B as follows:

a) Party A is a company duly organized, validly existing and in good standing as a legal

person under the laws of the PRC.

b) Party A has full legal right, power and authority to execute and deliver this Contract

and all of the contracts and documents referred to in this Contract to which Party A is

a party and to observe and perform its obligations hereunder and thereunder.

c) Party A has taken all appropriate and necessary corporate actions to authorize the

execution and delivery of this Contract and all of the contracts and documents referred

to in this Contract to which Party A is a party and to authorize the performance and

observance of the terms and conditions hereof and thereof.

d) Party A has obtained all consents, approvals and authorizations necessary for the

valid execution and delivery of this Contract and all of the contracts and documents

referred to in this Contract to which Party B is a party; provided, however, that this

Contract is subject to the approval of the Examination and Approval Authority before

the same may become effective.

2. The Vendor represents, warrants and undertakes to and with the Purchaser that each

of the statements set out in Schedule A is now and shall at all times between the date

hereof

and

Completion

(both

dates

inclusive)

be

true

and

accurate.

The

Vendor

acknowledges that the Purchaser has entered into this Agreement in reliance upon the

Warranties and has been induced by them to enter into this Agreement.

3. Party A represents and warrants that there are no conditions at, on, under, or related

to,

the

real

property

constituting

all

or

any

portion

of

the

Land

which

presently

or

potentially

pose

a

hazard

to

human

health

or

the

environment,

whether

or

not

in

compliance

with

law,

and

there

has

been

no

manufacture,

use,

treatment,

storage,

transportation, or disposal of any

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hazardous or toxic substance, pollutant, or contaminant on the Land nor any release of

any hazardous or toxic substance, pollutant, or contaminant into or upon or over the

Land.

Party A further represents and warrants that the Land is free and clear of any and all

claims,

charges,

easement,

encumbrances,

lease,

covenants,

security

interest,

liens,

option,

pledge,

rights

of

others,

or

restrictions,

whether

imposed

by

agreement,

understanding, law, equity or otherwise.

4. Party A warrants, agrees and undertakes to Party B that neither Party A (whether

directly or indirectly) nor any Connected Person (whether individually or jointly) shall,

during the term of this Agreement, and for two (2) years after the expiry or termination

of this Agreement:

a) undertake any business which is in direct competition with the business of Party B

without the written consent issued by the legal representative of Party B;

b) solicit or entice away any customer, employee, director or supplier of Party B for

whatever reason; and

c) produce any products which is identical or similar in composition or appearance to

any of the Products without the prior consent of Party B.

For the purposes of this Article 4:

or shareholders holding 50% or more of the equity of Party A; (ii) any corporation or

business

that

is

affiliated

with

Party

A;

or

(iii)

any

officer,

employee,

independent

contractor, partner, joint venturer or agent of Party A or of any business affiliated with

Party A; or (iv) any firm or corporation in which Party A or its parent company or

affiliate company has an interest whether such interest is legally enforceable or not.

5. The express warranties in this Agreement shall be in lieu of all other warranties,

express

or

implied,

including

the

implied

warranties

of

merchantability,

non-

infringement, interoperability, and fitness for a particular purpose.

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