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 anyhazardous 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; andc) 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:"Connected Person" means any or all of the following persons: (i) the parent company 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.参考译文陈述、保证、承诺1. 甲方向乙方陈述和保证如下:a) 甲方是依据中国法律正式成立、有效存续和资格完备的法人公司。
