领域：垂类场景 · 法律

Representations, Warranties and Undertakings
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 necessaryfor the valid execution and delivery of this Contract and all of the contractsand 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.
The Vendor represents, warrants and undertakes to and with the Purchaserthat each ofthe statements set out in Schedule A is now and shall at all timesbetween the date hereof and Completion (both dates inclusive) be true andaccurate. The Vendor acknowledges that the Purchaser has entered into thisAgreement in reliance upon the Warranties and has been induced by them toenter into this Agreement.
Party A represents and warrants that there are no conditions at, on, underor related to, the real property constituting all or any portion of the Landwhich presently or potentially pose a hazard to human health or theenvironment, whether or not in compliance with law, and there has been nomanufacture, use, treatment, storage, transportation, or disposal of any
hazardous or toxic substance, pollutant, or contaminant on the Land nor anyrelease of any hazardous or toxic substance, pollutant, or contaminant intoor upon or over the Land.
Party A further represents and warrants that the Land is free and clear of anyand all claims, charges, easement, encumbrances, lease, covenants, securityinterest, liens, option, pledge, rights of others, or restrictions, whetherimposed by agreement, understanding, law, equity or otherwise.
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 ofParty B without the written consent issued by the legal representative ofParty B;
b) solicit or entice away any customer, employee, director or supplier ofParty 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:
"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 interoperability, and fitness for a particular purpose.merchant ability, non-infringement, 
Responsibilities and Obligations
Party A shall exercise, and ensure that all its servants, employees, agents or contractors exercise, all due diligence and care in the performance of the Services and each of the responsibilities so described. Specifically, andwithout limiting the generality of the foregoing, Party A shall bear allresponsibility for any losses or damages suffered by Party B as a result ofany mistakes, errors or omissions caused by Party A in connection with theprocessing and packing of the Products.
The Company appreciates that whilst the Sponsor will use its reasonableendeavors to discharge its duties as sponsor to the Company and provide theCompany with advice and assistance as described above, it remains theprimary responsibility of the directors of the Company to ensure that theCompany will comply in full with and discharge its responsibili-ties underthe Growth Enterprise Market ("GEM")Listing Rules and other relevantlaws and regulations applicable to the Company. Save as describedhereunder, the Sponsor does not have any duty to monitor or otherwise toensure that the Company is in continuous compliance with the GEM ListingRules and other relevant laws and regulations applicable to the Company.
3.It is understood and agreed that each of the parties hereto is anindependent contractor and that neither party is, nor shall be considered tobe, an agent, distributor, fiduciary or representative of the other. Neitherparty shall act or represent itself, directly or by implication, as an agent ofthe other or in any manner assume or create any obligation on behalf of, orin the name of, the other.
Responsibilities of Party A:
In addition to its other obligations under this Contract, Party A shall, from time to time throughout the period of the Joint Venture term, be responsible.
at no cost to the JVC (excepted as provided in Section X or as mayotherwise be agreed by the JVC in writing), for the following:
a) to use best efforts to apply and take all actions necessary or appropriateon behalf of the JVC to obtain the necessary approvals, permits, certificatesand licenses for the establishment and operation ofthe JVC, and use the bestefforts to do, fulfill and perform any and all acts, conditions and thingsrequired to ensure the continuing validity and effectiveness of suchapprovals, permits, certificates and licenses;b)to assist the JVC in applying for, obtaining and maintaining tax(including without limitation income tax, tariffs, customs duties, excisetaxes, business tax, and value-added tax)reductions and exemptions andother investment incentives that may be available to the JVC;
c)to assist the JVC in applying for, obtaining and maintaining specialbusiness opportunities, relationships or qualifications relating to or madeavailable by any gov-ernment departments or agencies, including withoutlimitation tax-advantaged import quotas, subsidies for purchase of local rawmaterials, and special toll processing or government supply contracts;d) to assist the JVC in obtaining water and power supplies, transportationand communications services and facilities, and use best efforts to obtain foithe JVC utility rates and quotas and other rights under the most favorableterms and conditions available to the JVC, and to liaise with the relevantauthorities effectively to achieve all ofthe above;
e)to assist the directors and employees of the JVC and any employees ofParty B and the JVC's foreign contractors and consultants traveling to Chinain connection with the JVC's activities to obtain all necessary entry visaswork permits and residence permits;
f)(f) to assist the JVC in preparing and presenting customs declarationshandling clearing procedures for machinery and equipment purchased orleased outside China by the JVC, applying for all available exemptions fromcustoms duty, value added tax, sales tax or other charges, and arranging fortransportation of the same within China;.
g)to assist the JVC in obtaining loans and other credit facilities fromChinese banks or other financial institutions at the most favorable rates andterms available; and
h) to handle other matters entrusted to it by the JVC.
Severability and Waiver
If any one or more of the provisions contained in this Agreement or anydocument executed in connection herewith shall .; be invalid, illegal, orunenforceable in any respect under any applicable law,(i) the validity.legality and enforce-j ability of the remaining provisions contained hereinor c therein shall not in any way be affected or impaired and shall remainin full force and effect; and (ii) the invalid, illegal or unenforceableprovision shall be replaced by a valid, legal and enforceable provision thatcomes closest to expressing the true intent of such invalid, illegal orunenforceable provision.
If any of the provisions ofthis Agreement is held invalid or unenforceableand unless the invalidity or unenforceability thereof does substantialviolation to the underlying intent \- and sense of the remainder of thisAgreement, such invalidity or unenforceability shall not affect in any waythe validity and enforceability of any other provisions of this Agreementexcept those which the invalidated or unenforceable provisions comprise anintegral part of or are otherwise clearly inseparable from. That invalidity or unenforceability shall not affect any valid and enforceable application of the remaining provisions, and each such provision shall be deemed to beeffective, operative, made, or entered into in the manner and to the full extent permitted by law.
Any provision of this Deed prohibited by or which is unlawful orunenforceable under any applicable law actually applied by any court ofcompetent jurisdiction shall, to the extent required by such law, be severecfrom this Deed and rendered ineffective so far as is possible withoutmodifying the remaining provisions of this Deed. Where, however, theprovisions of any such applicable law may be waived, they are herebywaived by the parties hereto to the full extent permitted by such law to theend that this Deed shall be valid, binding and enforceable in accordancewith its terms.
Unless otherwise provided for herein, failure or delay on the part of anyparty to exercise any right, power or privilege under this Agreement shallnot operate as a waiver thereof, nor shall any single or partial exercise ofany right, power or privilege preclude further exercise thereof or exercise ofany other right, power or privilege. A waiver by one of the parties at anytime of a breach of any term or provision of this Agreement committed bythe other party shall not be construed as a waiver by such party of anysubsequent breach to be committed by the other party, nor shall it beconstrued as a waiver by such party of its rights under such provision or anyof its other rights under this Agreement.
The failure of either party at any time or times to require performance ofany provision hereof shall in no manner affect its right at a later time toenforce the same. No waiver by either party of any condition or any breach of any of the terms, covenants or conditions contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be construed as a further or continuing waiver of any other condition or any breach of any other terms, covenants or conditions.6. The Parties recognize and agree that their respective covenants andundertakings contained in this Agreement are of a special and unique natureand that a breach will result in irreparable injury for which there is noadequate remedy at law, and therefore the parties expressly agree that ifeither party shall at any time breach or in any way violate this Agreement.then Party A or Party B, as the case may be, shall be entitled to equitablerelief by way of injunction (in addition to, and not in substitution for, anyand all other relief to which such party may be entitled either at law or inequity) to restrain such breach and to compel compliance with theobligations undertaken. Each of the parties do hereby waive any proof that such breach will cause irreparable injury to such party or that there is no adequate remedy at law.




翻译考点：
考点1：“duly organized, validly existing and in good standing”应整体视为法律惯用表达，推荐译为“依法设立、有效存续且资格完备”。
考点2：“observe and perform”常见于合同义务条款中，推荐译为“遵守并履行”，前者偏规范性、后者偏操作性。
考点3：“solicit or entice away”意群应理解为“招揽或诱使……离开”，勿拆译为“请求”或“诱惑”。
考点4：“hazardous or toxic substance, pollutant, or contaminant”为环境法术语，“contaminant"应译为“致污物”。
考点5：“equitable relief by way of injunction”中“injunction”应译为“禁令”。
考点6:   “servant”在此语境中推荐译为“服务人员”，不可译为“仆人”
考点7:   “understanding”在此语境中应译为“谅解”，属于法律文件中的固定翻译，不可译为“理解”
考点8:   “charges”作为法律术语时，常指财产上的担保设定，这里应译为“担保”，不可译为“费用”