保证书英文翻译教学内容
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I, [Name], hereby solemnly declare and guarantee the following statements to be true and accurate to the best of my knowledge and belief.1. I unconditionally promise and assure you that all the information provided by me in this application is complete, true, and accurate. I understand that any false or misleading information may result in the rejection of my application or termination of any ongoing agreement.2. I guarantee that I am eligible and qualified to apply for[position/service/product] as per the specified requirements. I have accurately represented my educational background, work experience, skills, and qualifications in order to be considered for this opportunity.3. I solemnly promise that I will fulfill all my obligations and responsibilities associated with [position/service/product] to the best of my abilities. I understand the importance of confidentiality, professionalism, and integrity in this role, and I will adhere to all relevant policies and guidelines.4. In the event of any breach of my obligations or default in performing my duties, I agree to indemnify and hold harmless [name of the organization/individual] from any and all losses, damages, claims, or expenses incurred as a result of my actions or omissions.5. I guarantee that I have not engaged in any activities that may conflict with the interests of [name of the organization/individual] or compromise the integrity of the application process. I have disclosedall potential conflicts of interest and will promptly inform [name of the organization/individual] of any new information that may affect my application or ongoing commitment.6. I understand and agree that my acceptance of[position/service/product] is contingent upon the successful completion of any background checks, reference checks, or other verification processes deemed necessary by [name of the organization/individual]. I authorize the conduct of such checks and release all relevant partiesfrom any liability arising from the disclosure or use of my personal information.7. I hereby grant permission to [name of the organization/individual] to verify my statements and information provided in this guarantee through any means necessary, including but not limited to contacting my references, former employers, or educational institutions.8. I acknowledge that this guarantee is a legal and binding agreement, and any violation of its terms may result in legal consequences. I understand that this guarantee shall remain in effect indefinitely orfor the duration of [position/service/product], whichever is longer.In witness whereof, I have hereunto set my hand and seal on this [date] day of [month], [year]._________________________[Signature of the individual][Printed name of the individual][Date]。
Safety Education PledgeI, (name of the individual), hereby affirm and commit myself to the following safety education pledge. I understand that safety is a shared responsibility and that my actions and choices directly impact the well-being of myself and those around me.1. Respect for Life: I pledge to prioritize the safety and well-being of all individuals at all times. I will not engage in any behavior that could potentially harm myself or others.2. Compliance with Rules and Regulations: I agree to strictly adhere to all safety rules and regulations set forth by educational institutions, workplaces, and public spaces. I understand that these rules are inplace to ensure the safety and security of everyone.3. Active Learning: I commit to actively engage in safety education and training programs. I will take the time to learn about potential hazards, safe practices, and emergency procedures to better prepare myself to prevent accidents and respond effectively in dangerous situations.4. Risk Awareness: I acknowledge the importance of being aware of my surroundings at all times. I will assess potential risks in my environment and take necessary precautions to mitigate them.5. Emergency Preparedness: I pledge to be prepared for emergencies. This includes having knowledge of emergency exits, first aid procedures, and knowing how to contact emergency services when needed.6. Reporting Hazards: I agree to promptly report any identified hazards or unsafe conditions to the appropriate authorities or individuals. I understand that my willingness to report potential dangers contributesto a safer community.7. Positive Influence: I commit to being a positive role model forothers by practicing safe behaviors and encouraging those around me todo the same. I will promote a culture of safety and support initiatives that aim to improve safety standards.8. Lifelong Learning: I understand that safety education is an ongoing process. I will continuously seek opportunities to update my knowledge and skills in order to stay informed about the latest safety practices and trends.9. Respect for Property: I pledge to respect the property of others and not engage in vandalism or activities that could lead to property damage, which could potentially result in harm to individuals.10. Environmental Responsibility: I acknowledge the importance of environmental safety and will strive to minimize my impact on the environment. I will dispose of waste properly, conserve resources, and avoid activities that could污染 or破坏自然环境.By signing this safety education pledge, I affirm my commitment to personal and collective safety. I understand that this pledge is a promise to myself and others to prioritize safety in all aspects of my life. I am aware that failure to adhere to this pledge may result in consequences, including but not limited to, disciplinary action, legal repercussions, or damage to my reputation.Signature: _________________________Date: _______________________________。
1.求助承诺书英文翻译/confirm/iation2.英语没考到A老师让我写保证书怎么写保证书敬爱的老师:您好!这次英语考试没能得A,我感到非常的遗憾!我辜负了您对我的信任.我觉得对不起老师和父母,也对不起自己.我认真反思了过去一段时间的英语学习情况,分析并认识到了自己的不足,我认为是自己在思想上不够认真重视的原因.因此,我决定从现在起我应认真学习英语.现在我向您保证如下:上课认真听讲,做好课前预习、课后复习,及时完成作业并做好订正.认真对待每一场考试.争取在短时间内把所缺的知识补上,让自己重新回到A 的队列中来. 学生: 2013-4-。
3.“承诺”用英语怎么解释promise, covenant, engage, pledge, plight, swear, vow The central meaning shared by these verbs is “to declare solemnly that one will perform or refrain from a particular course of action”:这些动词共同的中心意思是“严肃地宣布某人将履行或避免某一特定的行为方式”: promise to write soon;许诺很快写信; covenanting to exchange their prisoners of war;答应交换战俘;engaged to reorganize the department;承诺重新组建这个部; pledged to uphold the law;发誓要遵守法律; plighted their loyalty to the king;向国王宣誓他们的忠诚; swore to get revenge;发誓要报仇; vowed they would never surrender。
发誓他们将永不投降。
4.求助企业承诺书英文翻译本人亲自翻译,可追问,这段文字中文不是特别严谨,所以在翻译过程中英文做了一些调整。
I hereby affirm and guarantee the following statements:1. I am committed to honesty, integrity, and transparency in all my dealings and will uphold the highest standards of ethical behavior. I understand the importance of maintaining a positive reputation and will avoid any actions that could damage the reputation of myself, my organization, or any third parties.2. I will respect the rights and privacy of others at all times and will not engage in any form of harassment, discrimination, or exploitation. I understand the importance of diversity and inclusion and will treat everyone with respect, regardless of their race, gender, age, religion, sexual orientation, or any other characteristic.3. I will comply with all applicable laws, regulations, and policies in my country and region, and will not engage in any illegal activities. I understand the importance of following the rules and regulations set forth by the government and my organization, and will adhere to these guidelines in all my actions.4. I will fulfill my responsibilities and duties to the best of myability and will strive to achieve excellence in my work. I understand the importance of being a team player and will collaborate with my colleagues to achieve common goals. I will also communicate effectively, listen to others' perspectives, and be open to feedback in order to improve my performance.5. I will protect and safeguard any sensitive or confidential information that I have access to, whether it is related to my organization, my colleagues, or any third parties. I understand the importance of data privacy and security, and will take appropriate measures to prevent unauthorized access, disclosure, or misuse of information.6. I will promote a healthy and safe work environment for myself and my colleagues, and will follow all safety guidelines and protocols. I understand the importance of maintaining a safe workplace and willreport any hazards or incidents to the appropriate authorities.7. I will continuously learn and develop my skills and knowledge to stay current in my field, and will seek opportunities for professional growth and development. I understand the importance of lifelong learning and will invest time and effort into improving myself and my abilities.8. I will be accountable for my actions and will take responsibility for any mistakes or errors that I may make. I understand the importance of accountability and will learn from my experiences, correct my actions, and prevent similar incidents from occurring in the future.I understand that this guarantee is a representation of my commitment to upholding the values and principles outlined above, and that failure to comply with these statements may result in disciplinary actions, up to and including termination of my employment or engagement. I herebyaffirm my commitment to these guidelines and will strive to be a responsible and ethical individual in all my personal and professional endeavors.。
翻译人员翻译准确性保证书本保证书(简称“保证书”)旨在确保翻译人员提供的翻译服务的准确性。
在签署本保证书之前,请仔细阅读以下条款:一、定义1.1 本保证书中使用的术语将按照以下定义理解:- “翻译人员”指根据委托方要求提供翻译服务的个人或组织。
- “委托方”指在本保证书中指定的接收翻译服务的个人或组织。
二、保证内容2.1 翻译质量保证翻译人员保证提供的翻译服务将符合行业标准,并且准确无误。
在进行翻译过程中,翻译人员将遵循以下原则:- 语言准确性:翻译人员将尽最大努力确保翻译文本的语句表达准确、完整、通顺。
- 语义准确性:翻译人员将确保翻译文本的含义准确传达,不引起歧义或误解。
- 专业术语准确性:翻译人员将根据委托方要求确保翻译文本中的专业术语使用准确。
- 文化适应性:翻译人员将根据目标语言和文化背景,确保翻译适应目标受众的文化和语言习惯。
2.2 保密保证翻译人员将对接触到的委托方文件和信息进行保密,并严格遵守相关法律法规和保密约定。
2.3 交付时间保证翻译人员将按照约定的时间提供翻译服务,确保及时交付翻译文件。
三、责任和违约处理3.1 违约责任如果翻译人员未能履行本保证书中规定的义务,造成委托方经济损失的,翻译人员将承担因此产生的赔偿责任。
3.2 限制责任翻译人员对以下情况不承担责任:- 委托方提供的原文不准确或错误导致的翻译错误。
- 翻译文本被第三方修改或更改导致的翻译错误。
- 翻译文本在知识产权方面侵权或引起法律纠纷。
3.3 违约处理如果翻译人员违反本保证书的任何规定,委托方有权采取适当措施,包括但不限于终止合同、停止支付报酬以及追究法律责任。
四、生效和解释4.1 本保证书自双方签署之日起生效,适用于所签署的翻译服务合同。
4.2 对于本保证书未尽事宜,双方需协商解决并达成一致意见。
5.3 本保证书的修改或补充,应经双方签署的书面协议。
签订地点:签订日期:翻译人员签字:委托方签字:附件:翻译服务合同(仅供参考,具体合同可根据实际情况编写)以上为“翻译人员翻译准确性保证书”的内容,旨在确保翻译服务的准确性和质量。
Quality Assurance Guarantee LetterDear valued customer,We are committed to providing you with the highest quality products and services. To ensure your satisfaction, we have implemented a comprehensive quality assurance program. This guarantee letter serves as a promise to deliver the promised quality and address any issues that may arise.First and foremost, we guarantee that all our products are made from the finest materials and components. We source our materials from reliable suppliers who adhere to strict quality standards. Our manufacturing process is also closely monitored to ensure that each product meets our high-quality standards. We believe in delivering products that are not only durable and reliable but also superior in performance.In addition to the superior quality of our products, we also provide exceptional customer service. Our dedicated customer service team is always ready to assist you with any questions or concerns you may have. We value your feedback and welcome any suggestions for improvement. If you encounter any issues with our products, please do not hesitate to contact us. We will promptly address your concerns and take necessary actions to resolve the problem.We understand the importance of timely delivery and ensure that our products are delivered to you within the agreed timeframe. We have a reliable logistics team that coordinates the transportation and delivery of our products. In the event of any unforeseen delays, we will promptly inform you and work towards minimizing the impact on your schedule.Furthermore, we provide a warranty for our products against any manufacturing defects. If you discover any defects in our productswithin the warranty period, we will repair or replace the affected products at no additional cost to you. Our warranty terms and conditions are provided in detail in our product manuals and on our website.We are committed to continuous improvement and regularly review our quality assurance processes. We invest in training and development forour employees to ensure they have the necessary skills and knowledge to deliver the highest quality products and services. We also stay updated with the latest industry trends and technologies to ensure that our products are always at the forefront of innovation.We sincerely hope that you will be satisfied with our products and services. If you have any questions or concerns, please do not hesitate to contact us. We value your business and look forward to serving you for many years to come.Sincerely,[Your Name][Your Company Name]。
英语课的保证书保证书Certificate of Assurance for English ClassTo Whom It May Concern,This certificate of assurance is to confirm that I, [Full Name], with my utmost sincerity and commitment, hereby undertake that the English class conducted by mewill be of the highest quality and standard in order to ensure maximum learning and development of the students.I understand the importance of English as a universal language and how it enables students to have global communication, enhanced career opportunities, and a broader understanding of the world around them. Thus, I will design and deliver the course content in a manner that is effective, engaging, and in line with the latest language teaching trends.I will ensure that the course material will be tailored to the students' specific learning needs and preferences. To achieve this, I will conduct pre-assessment tests to better understand the students' strengths and weaknesses. Additionally, I will use a variety of teaching aids such as multimedia, exercises, role-plays, and presentations to keep the sessions interactive, interesting, and fun.I will encourage my students to actively participate in class discussions, debates, and presentations. This willnot only enable them to gain confidence in communicating in English but also develop critical thinking, problem-solving, and presentation skills. There will be regular assessments and feedback sessions to review their progress, identify areas of improvement, and provide constructive feedback on how to improve further.Furthermore, I commit to establishing a positiverapport with my students, where they feel comfortable to approach me with any concerns, doubts or feedback. I will also be available for one-on-one sessions for students who would like additional support or guidance.I believe that every student has the potential to excel in English with the proper guidance and approach. It is my responsibility as an experienced and qualified English teacher to provide them with the learning environment needed to unleash their full potential.Therefore, I solemnly undertake to ensure that the English class conducted by me will be of the highestquality and standard to benefit the students' learning outcomes. I pledge to work tirelessly towards this goal and deliver on this assurance.Sincerely,[Your Name]。
英文的承诺书格式范文带翻译(精选5篇)英文的格式范文带翻译篇1MCC5 for Baosteel Stainless Steel Branch:Project Management Department:As site workers, you should comply with the safety commitment to all site activities as follows:1. Strictly observe safety-related laws and regulations set down by the government.2. Completely implement corporate rules and regulations related to safety constructions.3. Entirely implement safety construction procedures of each specific work.4.Achieve a three-sentence personnel safety target i.e. “never hurt yourself”, “never hurt others” and “never get hurt”.5. Be actively engaged in the safety education and receive related safety supervision.6. Reiterate self-care concept during the work and in the construction, and try to remind, help and supervise each other.7. Any loophole found during the work should be timely rectified or reported to responsible personnel or department.8. Would accept the investigation from and provide cooperation to responsible department in case of breaching safety rules and regulations.9. Strictly Observe traffic law and larceny law, otherwise the consequences should be borne in case of violation of the laws.安全承诺人(Safety Guarantor):年(Y) 月(M) 日(D)英文的承诺书格式范文带翻译篇2Quality GuaranteeADS guarantees that all hardwave and frame component have been carefully manutactured are free from defects in workmanship .and material for a pericel of there (5) years date of purchase.If any product in our judgment prove to detective and talls to perform to spectfication .repiacement witlent cost The customer is totally rresponsible for any damage .Scratches ang bridge to mate-rids caused byimproper harding installation misses. Megigence .abuse. Firedamage caused by building detects.Acts of God and any other direct to affect its ap-pearance and performance class breakage of any kind of is not covered by this warranty.The product quality complies to European standards ,BS EN653(1997),and EEA Health and Safety Standards.英文的承诺书格式范文带翻译篇3Statement of Undertaking /承诺书致广州市天河彩虹纸杯厂公司:To the Company:我公司与贵公司因物料制作事项合作,签订广州MO营运处20xx年日常管理表单制作合同(以下简称“主合同”),合同编号:。
保证书的英文怎么说保证书的英文:guaranteerecognizance参考例句:ransombill=ransombond)(被掳船只的)付赎保证书Affidavitofsupport生活保证书letterofindemnity;trustreceipt 赔偿保证书,信托收据LetterofQualityGuarantee质量保证书;质保书Letterofhypothecation押汇负责书,押汇保证书Ex-drinkerswhohavetakenthepledge.已作出保证书的戒酒者Bondstopayweretreatedasnegotiable.付款保证书被认为是可以转让的。
Anhonestman'swordishisbond.老实人说的话就是他的保证书。
ThepumpWarrantyrequiresthatthepumpbeproperlyinstalledandtha tstart-upbeperformedbyqualifiedpersonnel..美国约曼泵的质量保证书要求泵设备经过正确的安装,并由拥有授权、有资格的人员执行泵设备的启动操作。
guarantee是什么意思:v.保证;担保n.保证,担保;保证人;保证书;担保金,担保物;保修单Superlowpressionsetguarantesitsgoodsealedperformance.◆超低的压缩永久变形,保证了产品的长期良好密封效果。
guaranteedsurrendervalue保证退保现金价值It'sguaranteedtorain.肯定是要下雨的。
Guarantee/warranteeofthemanufacturerfortheequipment 制造商为设备提供的担保Theyhaveguaranteedpromptpayment.他们保证及时付款。
recognizance是什么意思:n.具结,保证书,保证金,保释金Itisoneofthemostrecognizablesymbolsinworldsport.作为世界体育运动的一个象征,它备受世人瞩目。
英文保证书Certificate of AchievementThis certificate is awarded to [Name], in recognition of outstanding academic and personal achievement during [semester/year] at [Institution].Throughout their studies, [Name] consistently demonstrated a strong work ethic, exceptional study skills, and a commitment to academic excellence. Their dedication to learning and pursuit of knowledge has resulted in academic success and significant progress towards their personal goals.[Name] has shown leadership and initiative in their coursework, actively contributing to classroom discussions and taking on additional research projects. They have also demonstrated excellent communication and collaboration skills, working effectively in team projects and engaging respectfully with instructors and peers.In addition to their academic achievements, [Name] has been actively involved in [clubs/organizations], contributing to the community through volunteer work and participation in [events/activities]. Their leadership and service has made a positive impact on the campus community and beyond.This certificate recognizes the exceptional effort and dedication demonstrated by [Name] towards academic pursuits, personal growth, and community involvement. Their achievements serve as an inspiration to others, and we are proud to award them this Certificate of Achievement.Awarded on [date] by [Institution]_________________________[Name]Dean, [College/School]。
担保书本担保书于2012年9月签订。
“担保人”)。
受益人:●●●有限公司是根据中华人民共和国香港特别行政区(以下简称“香港”)法律注册成立的公司,其注册地址位于中环广成●●室●港湾道,香港湾仔作为债权人(以下简称“债权人”)。
鉴于:(A) 本贷款协议(以下简称“贷款协议”)于2012年9月发行并签订。
一方为●●●有限公司——借款人(以下简称“借款人”)。
一方为●●●有限公司——债权人。
债权人已同意使借款人定期贷款额度总额本金达500万美元(以下简称“贷款额度”)制定的条款生效。
如果借款人未能偿付任何一部分贷款,担保人需按借款人持股比例(40%)乘以该未付款额计算出的数额付予债权人。
(B) 担保人签订本担保书的前提条件是债权人使借款人贷款额度生效。
现本担保书在此担保如下:第1节.解释本担保书中,除非上下文中另有规定:(a) 贷款协议中规定条款和表述用于本保证书时等效;和/或(b) “抵押债务”即全部总额(无论是本金,利息,费用或其他款项)随时都可由借款人依据贷款协议和全部其他在此抵押品进行支付。
第2节.担保0.1 根据贷款协议规定,考虑到债权人同意借款人贷款额度,保证人作为主债务人不仅为债权人做不可撤销的,无条件的担保,也连带借款人一同担保,无论在规定期满,提前,延后或其他时间,抵押债务应按时支付并付清。
2.2 凡按本担保书规定的应付款项,担保人同意以债务原币或各自货币支付,随时根据需要对债权人的发票连同债权人的简明单据说明支付相同金额。
借款人根据贷款协议不予支付相同金额,如果发票最终的,确定的欠款金额有明显错误。
0.2本担保书是连续性的担保,自开立之日起生效,直至合同项下全部到期应付款项偿清后自动失效,(或理解为)不应由任何中途撤销或偿清抵押贷款账户及任何债权人和借款人或其他人之间的账目结算而免除债务。
如果全部或部分到期应付款项偿清以后,发生破产被清盘,或因资不抵债,破产或重整必须另外重建账户和返还债务,或出于借款人或保证人或任何其他人其他类似目的或相关作用环境,在此期间应恢复保证人该支付义务,即使还没有进行该支付。
第3节.赔偿丝毫不受担保书第二节影响,担保人无条件的,不可撤回的同意第三节作为一个单独的,附加的,持续的义务。
作为主债权人,随时按债务人需要,对全部损失,债务,损害,成本与费用进行赔偿。
依据贷款协议,赔偿由借款人签订的按时偿还抵押债务或者按时履行和遵守所有其他义务引起的任何未付款。
本赔偿应持续有效,尽管担保书第二节规定对担保人出于任何原因引起的失效或不可实施规定。
第4节.权利保留0.1 担保人责任不应由任何行为,遗漏,环境,事项或事件受到损害,影响或削弱,除非该规定可以推进解除担保人全部或部分义务,包括但不限于担保人或债权人是否知情。
(a)随时同意免除授予借款人或其他人的权利;(b)对借款人或其他任何人的变化,妥协,更新或解除,拒绝或忽视,完善或强制执行任何权利,法律救济或安全保障;(c)借款人相关任何法律上的限制,不利条件,无行为能力或其他类似情况,或借款人或其他人的清算;和/或(d)任何抵押债务的异常情况,不可执行,失效或目的落空,担保人的义务持续有效,依据本协议对无类似异常情况,不可执行,失效或目的落空情况进行解释。
此外,本协议规定担保人的责任和义务应持续有效,无论借款人有任何清盘,解散,重组或重整。
0.2 担保人无条件的,不可撤回的放弃所有权利,如果首先要求债务人起诉或强制实施任何其他权利或抵押金或在向担保人要求索赔之前,向借款人索赔付款。
第5节.成本,费用与开支担保人应随时立即根据需要支付或偿还债权人全部成本,费用及开支(包括基于全部赔偿基础的法律费和其他费用)关于本担保书的准备和执行中,由债权人引起的赔偿所受损失和在行使任何其权利或权力或起诉或追讨任何款项产生的费用,或有关本担保书另外保留或强制实行权利或产生任何索赔或免除本保证书抵押债务付款。
第6节.税费和其他扣除项目0.3依据本担保书支付的所有款项,应是全额支付,无扣除,反诉,无任何限制或条件,没有义务或牵连的任何税收或其他扣除额或任何性质的预扣。
0.4如果在任何时间,任何法律或法规要求担保人从任何债权人账户中做出任何扣减或预扣(由于税收或其他原因),担保人应一并支付此类附加金额,以确保债权人收到(没有义务或牵连的任何税收或其他扣除额或预扣)全款,如无此类规定扣减或预扣,债权人应收到全款。
担保人应立即向债权人的正式收据副本或其他证明出示任何此类扣除额或预扣的全部金额,已支付相关税收或其他权利机关。
第7节.付款7.1 担保人根据本担保书支付的所有款项应与债权人在相关到期日当天16:00点之前([首尔/香港]时间)签订,债权人出于该目的可能已经指定银行账户提供资金(或通常用美元交易结算的其他性质资金)并以书面形式通知担保人,担保人根据每种实际情况以传真形式通知债权人。
7.2依据本协议规定,如果有任何到期应付的款项不按时支付,利息应计未付金额(基于一年360天中实际经营天数)自到期日起,包括实际付款日(也在之前判决之后)每年利率最终由债权人决定,利率高达:(a)总额的(i)百分之二(2%)及(ii)就该笔款项按时到期日之前支付的利率(如有);及(b)总额的(i)百分之二(2%),(ii)保证金和(iii)LIBOR(伦敦银行同业拆息)计算由债权人认为合适的该期间相关的连续利息期,(以下简称每一个“指定利息期”)或,如果任何8.1节所描述的贷款协议应用的任何环境中,由债权人时常进行认证的利率将变成未提供资金成本总额利率。
出于这些目的,LIBOR应由债权人于第一天决定,或债权人认为合适的相关指定利息期第一天之前的两个(2)银行日。
利息率或利率应随时根据上述决定按天计,应基于一年360天实际经营天数进行计算,应在每个利息期结束时复利并应按需随时支付。
第8节.声明与保证担保人在此声明并对债权人保证如下:(a) 担保人是依照中华人民共和国法律正式成立并有效存在的公司。
(b) 担保人已取得全部合适和必要法人资格并能够以其本身名义进行法律诉讼,授权执行及交付本担保和所有其他文件并授权履行和遵守本担保条款。
(c) 担保人已获得或实施对本担保有效执行,交付及履约的全部必要授权,根据具体情况,贷款协议和该授权完全有效或自首次签订提款通知日始有效,在任何无违约相同条件下,已获得该授权并完全有效。
(d) 本担保构成合法,有效和具有约束力的义务,本担保书在贷款协议生效时同时生效。
本担保条款的执行,交付和履行或担保人全部到期款项的交付与所付货币,在此将不会(i)违反或触犯适用于担保人的任何法律法规;(ii)违反保证人公司条款或公司章程(或类似组成文件);(iii)违反或触犯违规或强加任何产权负担,担保人作为当事人的任何协议或文书规定,其物业或资产受约束;(iv)将不构成违约或依据任何此类协议或文书规定,随着通知发出或时间推移或两者兼而有之将构成违约事件。
(e) 担保人在任何应用于其资产或收入的协议或义务规定下不发生违约,违约后果可能对其业务或财务状况或本担保规定其行使义务责任造成重大的不利影响,无违约事件或预期违约事件发生。
(f) 除法定的优先债务以外,担保人在本保证书下所承担的责任为直接的及无条件的,而其付款责任均在任何时间与其他无抵押债务享有同等地位。
(g) 担保人近期暂时经审核的财务报表(包括经审计的损益账户和资产负债表)根据所有适用法律法规和公众会计原则和惯用政策编制妥当,截止到最后担保人财务状况真实与公允的反应,其相关财务期间的经营结果,在此期间最后,担保人没有任何重大债务(负债或其他)或在此财务报表中没有披露任何重要债务或任何重要的未实现的损失或预期的损失,自此财务报表生效起,担保人业务或财政状况没有重大不利变化。
(h) 2012年9月担保人是借款人[40%]的总发行股数合法的受益人。
第9节.契约保证人与债权人在此承诺如下:(a) 在债权人合理要求之下,担保人应向债权人提供每财政年度前六个月未审核财务报表副本和每财政年度其经审核的可见综合财政报表,在任何情况下,担保人应尽快,但无论如何不迟于本担保签约日后担保人的每个财政年度结束后的(90)天将担保人在该年度未审核的年度财务报表副本交给债权人,不得超过本担保签约日后担保人每个财政年度结束后的(120)天将担保人在该年度经审核的年度财务报表副本交给债权人,有关担保人财政状况和经营的此类其他信息,债权人可随时提出合理要求进行查看。
每个财政报表应根据在韩国一贯应用的公众会计原则编制妥当,附带由担保人主要财务处详述的一份执行单据(i)自担保人此财务报表生效起,担保人完全遵守全部条款,包括但不限于所有财政契约和任何此后执行文件(ii)在此期间,无违约或预期违约事件发生或持续。
(b) 担保人应通过时常引用事实和环境现状确保担保书中的声明与保证始终真实、准确。
(c) 担保人同意获得或实施任何政府授权,担保人可能被要求或建议履行本担保中相关的条款或者根据具体情况,贷款协议包括但不限于任何适用法律法规规定的任何文件或定期报告。
第10节.债权转让10.1担保人不应转让以下任何权利和义务。
10.2依据贷款协议规定,债权人可随时转让或授予从属参股公司全部或任何部分权利,利益和义务。
本担保书和保证人在此不可撤销的同意受该转让约束。
第11节. 适用法律和司法管辖权11.5本担保受韩国法律管辖并按韩国法律进行解释。
11.6担保人在此不可撤销地同意与本担保有关的任何法律行动或诉讼可在韩国首尔中央地方法院进行,并不可撤销地服从韩国首尔中央地方法院的管辖权。
兹证明,担保人已通过授权代表自开头年月日签署并交付执行本担保书。
担保人签署姓名:职务:GUARANTEETHIS GUARANTEE is made on the September, 2012BY:("Guarantor").IN FAVOUR OF:●●●CO., LTD.,a company incorporated and existing under the laws of Hong Kong Special Administrative Region of the People's Republic of China (“Hong Kong”), having its registered office at Rm ●●Central Plaza ●Harbour Road, Wanchai Hong Kong as lender ("Lender").WHEREAS:(A) By a loan agreement (the "Loan Agreement") dated September 2012 and madebetween (1) ●●●-●●●., as borrower ("Borrower") and (2) Lender, Lender has agreed to make available to Borrower a term loan facility in an aggregate principal amount of up to USD 5,000,000 (the “Facility”) upon the terms set out therein. If the Borrower fails to pay any portion of the payment, Guarantor shall pay to Lender the amount calculated by the shareholding ratio (40%) over the Borrower multiplied to such unpaid amount(B) It is a condition precedent to Lender making the Facility available to Borrower thatGuarantor enters into this Guarantee.NOW THIS GUARANTEE WITNESSES as follows:Section 1. InterpretationIn this Guarantee, unless the context requires otherwise:(a) Terms and expressions defined in the Loan Agreement have the same meanings whenused in this Guarantee; and(b) "Secured Indebtedness" means all and any sums (whether principal, interest, fees orotherwise) which are or at any time may become payable by Borrower under the Loan Agreement and all other monies hereby secured.Section 2. Guarantee2.1In consideration of Lender granting the Facility to Borrower, Guarantor irrevocably andunconditionally guarantees, as primary obligor and not merely as surety to Lender, jointly and severally with Borrower, the due and punctual payment of the Secured Indebtedness when and as the same shall become due and payable, whether at stated maturity, upon acceleration, extension or otherwise, according to the terms of the Loan Agreement.2.2Guarantor agrees to pay to Lender any amount of the Secured Indebtedness in thecurrency or respective currencies in which the same is payable under the terms of the Loan Agreement at any time on demand against Lender's invoice accompanied byLender's simple certificate stating that Borrower has failed to pay the same pursuant to the Loan Agreement, which invoice shall be final and conclusive as to the amount owed absent manifest error.2.3This Guarantee shall be a continuing guarantee and shall remain in full force and effectuntil the Secured Indebtedness has been paid in full and shall not be (or be construed as to be) discharged by any intermediate discharge or payment of or on account of the Secured Indebtedness or any settlement of accounts between Lender and Borrower or anyone else. In the event that any payment of or on account of any of the Secured Indebtedness is subsequently rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of, or other circumstance analogous in purpose or effect relating to, Borrower or Guarantor or for any other person, Guarantor’s obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had not been made.Section 3. IndemnityWithout prejudice to the guarantee contained in Section 2, Guarantor unconditionally and irrevocably undertakes, as a separate, additional and continuing obligation and as a primary obligor, to indemnify Lender from time to time on demand against all losses, liabilities, damages, costs and expenses whatsoever arising out of any failure by Borrower to make due and punctual payment of the Secured Indebtedness or in the due and punctual performance and observance of all other obligations under the Loan Agreement. This indemnity shall remain in effect notwithstanding that the guarantee under Section 2 ceases to be valid or enforceable against Guarantor for any reason whatsoever.Section 4. Preservation of Rights4.1 The liability of the Guarantor hereunder shall not be prejudiced, affected ordiminished by any act, omission, circumstance, matter or thing which but for this provision might operate to release the Guarantor from its obligations hereunder in whole or in part, including without limitation, and whether or not known to the Guarantor or the Lender:(e)any time or waiver granted to the Borrower or any other person;(f)variation, compromise, renewal or release of or refusal or neglect to perfect or enforceany rights, remedies or securities against the Borrower or any other person;(g)any legal limitation, disability, incapacity or other similar circumstances relating tothe Borrower or the liquidation of the Borrower or any other person; or(h)any irregularity, unenforceability, invalidity or frustration of the Secured Indebtednessto the intent that the Guarantor’s obligations hereunder shall remain in full force and this Agreement be construed accordingly as if there were no such irregularity, unenforceability, invalidity or frustration.Further, the liabilities and obligations of the Guarantor under this Agreement shallremain in force notwithstanding any winding up, dissolution, reconstruction or reorganization of the Borrower.4.2 The Guarantor hereby unconditionally and irrevocably waives any right it might have offirst requiring the Lender to proceed against or enforce any other rights or security of or claim payment from the Borrower before claiming from the Guarantor hereunder. Section 5. Costs, Charges and ExpensesGuarantor shall from time to time forthwith on demand pay to or reimburse Lender for all costs, charges and expenses (including legal and other fees on a full indemnity basis) incurred by Lender in connection with the preparation and execution of this Guarantee and in exercising any of its rights or powers hereunder or in suing for or seeking to recover any sums due hereunder or otherwise preserving or enforcing its rights hereunder or in defending any claims brought against it in respect of this Guarantee or in releasing this Guarantee upon payment of the Secured Indebtedness.Section 6. Taxes and other Deductions6.1All sums payable by Guarantor under this Guarantee shall be paid in full without set-offor counterclaim or any restriction or condition and free and clear of any tax or other deductions or withholdings of any nature.6.2If at any time Guarantor is required by any law or regulation to make any deduction orwithholding (on account of tax or otherwise) from any payment for the account of Lender, Guarantor shall, together with such payment, pay such additional amount as will ensure that Lender receives (free and clear of any tax or other deductions or withholdings) the full amount which it would have received if no such deduction or withholding had been required. Guarantor shall promptly forward to Lender copies of official receipts or other evidence showing that the full amount of any such deduction or withholding has been paid over to the relevant taxation or other authority.Section 7. Payments7.1 All payments by Guarantor under this Guarantee shall be made to Lender not later than4:00 p.m. ([Seoul/Hong Kong] time) on the relevant due date in same day funds (or in such other funds as may then be customary for the settlement in US dollar of transactions of this nature) to such bank account as Lender may have specified for such purpose in a written notice to Guarantor, in each case under facsimile advice to Lender.7.2 If any sum due and payable hereunder is not paid on the due date in accordance with theprovisions of this Guarantee, interest shall accrue on the unpaid amount (on the basis of the actual number of days elapsed in a year of 360 days) from and including the due date to and including the date of actual payment (as well after as before judgment) at the rate per annum conclusively determined by Lender to be the higher of: (a) the aggregate of(i) two percent (2%) and (ii) the rate of interest (if any) payable in respect of such sumimmediately before the due date; and (b) the aggregate of (i) two percent (2%), (ii) theMargin and (iii) LIBOR calculated with reference to such successive interest periods of such duration as Lender considers appropriate (each a "Designated Interest Period") or, if any of the circumstances described in Section 8.1 of the Loan Agreement applies, the rate from time to time certified by Lender to be the rate representing the cost to it of funding the unpaid sum. For these purposes, LIBOR shall be determined by Lender on the first day, or two (2) Banking Days before the first day of, the relevant Designated Interest Period as Lender considers appropriate. Interest at the rate or rates determined from time to time as aforesaid shall accrue from day to day, shall be calculated on the basis of the actual number of days elapsed and a 360 day year, shall be compounded at the end of each Designated Interest Period and shall be payable from time to time on demand.Section 8. Representations and WarrantiesGuarantor represents and warrants to Lender as follows:(a) Guarantor is a corporation duly organized and validly existing under the laws of thePeople’s Republic of China.(b) Guarantor has taken all appropriate and necessary corporate and legal actions toauthorize the execution and delivery of this Guarantee and all other documents hereunder and to authorize the performance and observance of the terms and conditions hereof and thereof.(c) Guarantor has obtained or effected all authorizations necessary for the valid execution,delivery and performance of this Guarantee or, as the case be, the Loan Agreement and such authorizations are in full force and effect or, by the date on which the initial Notice of Drawdown is given, such authorizations will have been obtained and be in full force and effect and there has been no default under the conditions of any of the same.(d) This Guarantee constitutes the legal, valid and binding obligations of Guarantorenforceable in accordance with its terms. The execution, delivery and performance of the terms of this Guarantee or the payment by Guarantor of all amounts due on the dates and in the currency provided for herein (i) will not violate or contravene any provision of law or regulation which is applicable to Guarantor; (ii) will not conflict with the Articles of Incorporation or By-laws (or comparable constituent documents) of Guarantor; (iii) will not conflict with or result in the breach of any provision of, or in the imposition of any Encumbrance under, any agreement or instrument to which Guarantor is a party or by which it or any of its properties or assets is bound; and (iv) will not constitute a default or an event that, with the giving of notice or the passing of time, or both, would constitute a default under any such agreement or instrument.(e) Guarantor is not in default under any agreement or obligation applicable to it or its assetsor revenues, the consequences of which default could materially and adversely affect its business or financial condition or its ability to perform its obligations under this Guarantee and no Event of Default or prospective Event of Default has occurred.(f) This Guarantee is the direct, unconditional and general obligation of Guarantor.Guarantor's obligations hereunder rank and will rank at least pari passu in priority of payment and in all other respects with all other unsecured and unsubordinated indebtedness of Guarantor except for those preferred by operation of law.(g) The most recent audited financial statements of Guarantor for the time being (includingthe audited profit and loss account and balance sheet) were prepared in accordance with all applicable laws and regulations and generally accepted accounting principles and policies consistently applied and show a true and fair view of the financial position of Guarantor as at the end of, and the results of its operations for, the financial period to which they relate and, as at the end of such period Guarantor did not have any significant liabilities (contingent or otherwise) or any unrealized or anticipated losses which are not disclosed by or reserved against in, such financial statements, and there has been no material adverse change in the business or financial condition of Guarantor since the date of such financial statements.(h) Guarantor is the legal and beneficial owner of [40%] of the issued and outstandingshares of Borrower on September 2012.Section 9. CovenantsGuarantor undertakes and agrees with Lender as follows:(a) Upon reasonable request by Lender, Guarantor shall provide Lender with copies of itsunaudited financial statements for the first six months of each fiscal year and its audited and consolidated financial statements for each fiscal year as they are available but in any event not later than ninety (90) days after the close of each fiscal period covered by an unaudited financial statement and not more than one hundred and twenty (120) days after the close of each fiscal period covered by an audited and consolidated financial statement and such other information respecting the financial condition and operations of Guarantor as Lender may from time to time reasonably request. Each financial statement provided hereunder shall have been prepared in accordance with generally accepted accounting principles in The Republic of Korea consistently applied, and be accompanied by a certificate executed by the principal financial officer of Guarantor stating (i) that as of the date of such financial statement Guarantor is in full compliance with all terms and conditions hereof, including without limitation all financial covenants, and of any document executed pursuant hereto, and (ii) that as of such date no Event of Default or prospective Event of Default has occurred and is continuing.(b) Guarantor shall ensure that the representations and warranties contained in thisGuarantee remain at all times true and accurate by reference to the facts and circumstances from time to time existing.(c) Guarantor undertakes to obtain or effect any governmental authorizations as may berequired or advisable in respect of the performance by Guarantor or Borrower of any of the terms and conditions of this Guarantee or, as the case may be, the Loan Agreement, including, without limitation, any filings or periodic reports required under any applicable laws and regulations.精品文档Section 10. Assignment10.1Guarantor shall not assign or transfer any of its rights or obligations hereunder.10.2Lender may at any time assign, transfer or grant subparticipations in all or any part of therights, benefits and obligations under the Loan Agreement and this Guarantee and Guarantor hereby irrevocably consents to, and agrees to be bound by, such assignment or transfer.Section 11. Governing Law and Jurisdiction11.1This Guarantee shall be governed by and construed in accordance with the laws of theRepublic of Korea.11.2Guarantor agrees that any legal action or proceeding arising out of or relating to thisGuarantee may be brought in the Seoul Central District Court of Korea and irrevocably submits to the non-exclusive jurisdiction of such court.IN WITNESS WHEREOF, Guarantor has caused this Guarantee to be executed by its duly authorized representative as of the day and year first written above.GUARANTORByName:Title:精品文档。