英文合同中的陈述与保证条款

英文合同中的陈述与保证条款

REPRESENTATION AND WARRANTY CLAUSE

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卖方谨此保证下列事项属实：

The Seller hereby represents and warrants as to itself that:

Party B acknowledges that it is a limited liability company duly incorporated and validly existing under the applicable laws.

各方确认，其系按照其适用法律合法设立、具有法人资格、合法存续的有限责任公司。

Party A and Party B are confirmed to be de jure corporation which can assume complete civil liability independently. Party A and Party B observe rules of professional ethics, and comply with the confidentiality agreement, to protect mutual commercial interests.

甲乙双方经确认是依法设立的、可独立承担完全民事责任的公司，甲乙双方恪守职业道德，共同遵守保密协定，保障双方商业利益。

Each party acknowledges that it possesses full powers and authorities to execute and perform this Agreement and relevant supplemental agreements.

各方确认，其各自拥有完全的法律权力和授权签署并履行本协议及相关补充协议。

本公司为依中华人民共和国法律合法组织存在、享有良好商誉之法律主体；

it is a duly organized legal entity, validly existing and in good standing under the laws of the People's Republic of China;

It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

本公司依照其成立或组织之司法管辖区之法律合法组建，有效存续以及，如与该等法律相关者，经营状况正常。

本公司订立本合约及履行因本合约所致生之义务，不违反订约时之任何中国法令，或违反其它任何本公司为当事人的合约。

its entry into and performance of its obligations under this Agreement do not violate any legal requirements in the People’s Republic of China as of the date hereof or any material agreements to which it is a party.

that it is a corporation duly organized and validly exists under the laws of the country of its incorporation and in every other country where it is carrying out business;

该法人团体是妥为组织的，并于其成立的国家的法律下及在所有其它其正在经营业务的国家内有效地存在；

甲方为依照公司设立地法律依法设立并存续的有限责任公司，具备签署执行本协议、依照本协议规定行使本协议规定权利和履行本协议规定义务的所有法人权力。

Party A is a limited liability company duly incorporated and validly existing under the laws of its place of incorporation, and has all corporate power and authority to executed this agreement, exercise the rights and perform the obligations hereunder in accordance with the provisions of this agreement.

甲方系一家依据大韩民国法律设立的企业法人，有意依据本合同之约定授权乙方在中华人民共和国境内销售产品，并愿意向丙方和丁方提供生产产品的相关制造工艺和技术，以便丙方和丁方可即使依据乙方的指示向乙方提供产品；

Party A, a corporation duly incorporated and valid existing under the laws of the Republic of Korea, desires to, pursuant to provisions contained herein, authorize Party B as its agent to sell within the territory of China, and agrees to provide Party C and Party D with related manufacturing processes and technologies for intended manufacture of , thus enabling Party C and Party D hereto to furnish to Party B subject to instructions of Party B;

乙方系一家依据中华人民共和国法律、法规设立的有限责任公司，愿意接受甲方的授权和委托，按照本合同之约定在中华人民共和国境内销售产品；

Party B, a limited liability corporation duly incorporated and valid existing under the applicable laws and regulations of the People’s Republic of China, hereby agrees to accept such authorization and entrustment by Party A hereunder whereby to sell Products within the territory of China pursuant to provisions described herein;

甲方保证如下： PARTY A represents and warrants that:

it is duly incorporated with limited liability and validly exists under the laws of New Zealand;

本公司是依照新西兰法律成立的并有效续存的有限责任公司；

it has corporate power and has taken all necessary corporate and other action to enter into and complete this AGREEMENT.

本公司具有法人权利，已采取必要的法人和其他行为签订和履行本协议。

乙方承诺并保证其具有完全权利签署、履行和完成本协议项下所约定的义务；本协议已经被乙方适当地签署，在得到政府主管部门的批准（如果要求的话）的前提下，根据条款对甲方产生合法有效、有约束力和强制性义务。

PARTY B represents and warrants that it has full power and authority to enter into, perform and comply with its obligations under this AGREEMENT; this AGREEMENT has been duly executed and delivered by PARTY B and, subject to the approval by the governmental authorities (if required) constitutes legal, valid, binding and enforceable obligations of PARTY A in accordance with its terms.

各方声明并保证： Each PARTY represents and warrants that:

它是在美国国内正式成立和注册的公司，符合各项规定，它有权力且授权签订并履行本协议及由其签署并递交的、与之有关的任何其他协议和文件（包括本合同在内统称为“文件”）。

It is duly organized and registered and in good standing in the United States, has power and authority to enter into and perform this AGREEMENT and any other agreements and documents executed or delivered by it in connection herewith (collectively, with this AGREEMENT, “the DOCUMENTS”).

It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorize such execution, delivery and performance;

其有权签署本协议以及其为一方之与本协议有关之其它任何文件，有权按本协议有关交付之要求交付本协议及有关本协议之任何其它文件，及有权履行本协议项下之义务以及任何以其为一方之信用支持文件下之义务，并已采取所有必要行动授权此等签署、交付及履行；

No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

无违反或扺触。此等签署、交付及履行并无违反或扺触任何适用之法律，符合其组织章程性文件之任何规定，符合适用于该方或其资产之任何法庭或政府机关所颁布之法令或判决，或任何约束或影响该方或其资产之合同约定；

All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

已获取有关本协议或其为一方之任何信用支持文件所需之一切政府同意及其它同意；此等同意己全面生效并且有关同意生效之所有条件已获遵守；以及

Corporate Existence and Power. The Company is a corporation duly organized, validly existing and in good standing under and by virtue of the Laws of the Cayman Islands.

公司续存和权力。本公司是一家在开曼群岛法律项下并凭借其正式组建、有效续存且经营状况良好的法人团体。

The Company has not taken any action, adopted any plan, or made any agreement or commitment in respect of any merger, consolidation, sale of all or substantially all of its assets, reorganization, recapitalization, dissolution or liquidation.

本公司未就兼并、合并、销售其所有的或实质上所有的资产、重组、资本重组、解散或清算采取任何行动，采纳任何计划，签署任何协议或做出任何承诺。

The execution, delivery and performance by the Company of this Agreement and the Additional Agreements and the consummation by the Company of the transactions contemplated hereby and thereby are within the corporate powers of the Company and have been duly authorized by all necessary action on the part of the Company, including the unanimous approval of the stockholders of the Company. This Agreement constitutes, and, upon their execution and delivery, each of the Additional Agreements will constitute, a valid and legally binding agreement of the Company enforceable against the Company in accordance with their respective terms.

本公司签署、交付并履行本协议和附加协议，本公司完成本协议和附加协议中所述的交易均在本公司的法人权利范围内，且本公司已进行所有必要行动对其进行正式授权，包括本公司各位股东的一致通过。按照它们各自的条款，一旦进行了签署和交付，本协议将构成，且每份附加协议也将构成针对本公司的有效、合法、具备约束力且可以强制执行的协议。

个人客户兹保证本身为成年人及具备足够资格，而商号或公司客户兹保证本身为正式组成及注册。客户同时保证本身有权订立协议及一切附带及 / 或据此订立之合约；而在任何情况下，本协议及该等合约均对客户构成具有法律约束力及须予履行之义务。

The Client warrants that in the case of being an individual, he is of full age and capacity and in the case of being a firm or corporation, it is duly constituted and incorporated and has power to enter into this Agreement and all contracts made or to be made incidental and/or pursuant thereto, and in any case, this Agreement and such contracts are and will constitute as legally binding and enforceable obligation of the Client.

本条款双方特此作出如下陈述与保证：根据本条款规定的义务，双方必须保证有充分的资质和授权去执行、交付和履行。同时，双方执行和履行本条款项下的义务时不会违反任何其他约束双方的义务或协议或法律或规章。

Each of the parties hereby represents and warrants that it has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Agreement, and the execution of the T&C or the performance of its obligations under the T&C do not and will not violate any other obligation or agreement, law or regulation by which it is bound or to which it is subject.

陈述和保证REPRESENTATIONS AND WARRANTIES

供应商在此向买方陈述并保证如下：

The Supplier hereby represents and warrants to the Purchasers that:

a) 其是一家根据其注册地法律合法成立并有效存续的公司；

it is a company duly registered and validly existing under the laws of the jurisdiction where it is registered;

b) 其是一个独立的法人实体，能够提起诉讼、被诉并可与其它任何方建立有约束力的合同关系；

it is an independent legal entity capable of suing, being sued and entering into contractual relationship binding on itself with any other party;

c) 其已完成或取得签署和履行本合同所有必要的和适用的公司内部授权程序、政府许可和批准或第三方同意； it has taken all corporate actions and has obtained all government consents and approvals or third party consents, to the extent applicable, for its execution and performance of this Contract;

d) 其签署和履行本合同不违反任何适用的法律、其组织文件或其作为合同一方或受其约束的任何合同；

its execution and performance of this Contract does not and will not violate any applicable laws, its organizational document, or any agreement to which it is a party or is binding by;

e) 本合同构成对其合法、有效和约束力的义务，并可根据本合同的条款和条件对其强制执行；以及

this Contract constitute its legal, valid and binding obligations, and is enforceable against it in accordance with the terms and conditions hereunder; and

二、对是否得到授权的陈述与保证

本公司董事会已依法授权本公司进行与本合约相关的订立与履行事宜，并记载于董事会记录中；

its Board of Directors has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement which actions are reflected in the minutes book of the corporation; and

文件的签署、递交和履行已经通过一切必要的行为获得正式授权。

Its execution, delivery and performance of the DOCUMENTS have been duly authorized by all necessary action.

甲方已经得到履行本协议所必需的同意、批准和授权，所有合同文件均已提交，本协议在审批部门批准后生效。

PARTY A has obtained all consents, approvals and authorizations necessary for the valid execution and delivery of this AGREEMENT and all of the contracts referred to herein to which it is a party; provided, however, that this AGREEMENT shall be subject to the approval of the Examination and Approval Authority before the same may become effective.

受让人签署、交付、履行本协议行为和本协议规定的转让以及受让人履行完毕的行为在受让人的公司授权范围之内。

The execution, delivery and performance by the Transferee of this Agreement and the completion by the Transferee of the transfer contemplated hereunder are within the transferee’s corporate power and authority.

承包商声明并保证，承包商经依法授权，本合同经承包商依法授权、签署并提交对方，对承包商形成合法、有效、具有法律约束力的合同责任，依照本合同规定具有强制执行效力。

The contractor represents and warrants that the contractor is empowered legally and this contract has been duly authorized, executed, and delivered by the contractor, and constitutes a legal, valid, and binding obligation of the contractor, enforceable in accordance with its terms.

三、对是否有权力履行合同义务或承担合同责任的陈述与保证

甲方谨在此声明及保证甲方为出租房屋的合法拥有人并有合法地位出租此房屋予乙方。就本合同及出租此房屋予以乙方之事，甲方已取得所有有关机构的批准，包括政府批准及抵押权人的同意。甲方于本合同所做出的声明及保证，如有错误或违反者，甲方须就因此而引起的任何损失、损害、支出及费用做出全部补偿。

Party A hereby represents and warrants that Party A is legal owner of the leased property and has the necessary legal capacity to lease the property to Party B. Party A has also obtained all the necessary authorizations from all relevant authorities in the People’s Republic of China in respect of this Agreement and the leasing of the property to Party B, including government approval and/or mortgagee consent ( if applicable) Party A shall be liable to Keep Party B be fully indemnified against any costs, expenses, losses and damages incurred to suffered by Party B as a result of any breach of Party A’s representations or warranties herein ( including but not limited to legal costs)

房东保证本约期间不将租赁标的物出售或抵押给第三人。

The Landlord hereby covenants that the Premises will not be sold or mortgaged to any third person during the term of this Agreement.

　In consideration of the payment to be made by Party A to Party B, Party B hereby covenants with Party A to complete the building in conformity with the provisions of the Contract.

乙方特此立约向甲方保证按合同规定完成工程建设，以取得甲方所付的报酬。

四、对是否存在债务纠纷或者是否存在对履行合同的能力产生障碍的陈述与保证

发包商再次保证： The SUBCONTRACTOR hereby represents and warrants:

发包商是根据中国法律依法成立，合法经营和良好续存的公司，在中华人民共和国工商管理机关注册。

1) The SUBCONTRACTOR is a company duly organized, validly existing and in good standing under the laws of the People’s Republic of China, being registered at the State Administration for Industry and Commerce of the People’s Republic of China.

本分包合同的签订与履行是在本公司的经营能力和范围内，不违反任何法律、法规和签约的其他协议。

2) The conclusion and performance of this SUBCONTRACT are within the corporate powers and authority of the SUBCONTRACTOR and do not contravene any laws, regulations or any agreements to which the SUBCONTRACTOR is a party.

不存在任何对发包商的经营、财产、资格、财务和其他状况产生负面影响并进而将影响到分包商履行本协议义务的能力的任何未决案件、诉讼、被法院或行政机关立案。

3) There is no pending action or issue in or action by any court or administration authority which could exert a material adverse impact on the business, property, status, finance and other aspects of the SUBCONTRACTOR so as to affect the capability of the SUBCONTRACTOR to carry out its obligations under this AGREEMENT.

各方保证如下： Each PARTY hereby represents and warrants that:

本协议已由各方代表签署，具有合法有效、约束力以及强制性义务，其效力除非以下情况可以例外：申请破产，资不抵债或其他类似的法律影响债权人的权利实施。

this AGREEMENT has been duly executed and delivered on its behalf and constitutes its legal, valid, binding and enforceable obligation, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditor rights;

不存在涉及第三方的、有碍于本协议签署或者妨碍本协议义务履行的安排或约定。

there are no existing arrangements or agreements with third parties, the terms of which prevent the PARTIES from entering into this AGREEMENT or which would impede the performance of its obligations under the AGREEMENT.