Expect otherwise provided for this local agreement, the parties agreed to be bound by all terms and conditions of the master agreement entered into between x and y on as if it were incorporated herein.If there is any conflict between this local agreement and the master agreement, this local agreement shall prevail.This purchase order shall be subject to the terms and conditions of the seller as amended from time to time.Except for the articles x y and z, this LoI shall have no legal bounding force upon the parties.序言常用词This contract is made on the xx day of xx, 2006 at xx by and between the following parties:X co., a limited liability company incorporated under the laws of the PRC, with its registered address at xx hereinafter referred to as party a, andY co.,Party A and Party B are hereinafter referred to as a Party individually and as Parties collectively.如果是多方This Agreement (hereinafter referred to as “Agreement”) is made and entered into in xxplace as of the date by and between:Xx company, established and existing under the law of , having its headquarters domiciled in Beijing, the PRC hereinafter referred to as Party A as one party,XxParty A, Party B and Party C may be referred to as a Party individually and Parties collectively.This agreement shall take effect on the date of ~~This agreement shall be effective retroactively to the November 12th, 2007 and shall continue in full force and effect until earlier termination in accordance with section 7 termination.RecitalWhereas party a and party b signed a memorandum of understanding dated xx agreeing to start friendly discussion on establishing a joint venture to jointly develop the project.Whereas party a and party b reached initial agreement on establishing a joint venture to jointly develop the project and signed the joint venture heads of agreement on june 1…Whereas party a and party b have agreed to establish a joint venture according to terms and conditions of this joint venture contract to jointly develop the project.NOW THEREFORE, it is agreed by both parties as followsBoth parties agree as followIn consideration of the mutual promises and undertakings contained in this agreement, the parties agree as follows.Definition~In this agreement, where the context admits, the following expressions shall have the following meanings ```The following expressions shall have the following meanings unless otherwise expressly required.The following words and terms used in the agreement shall have, unless otherwise specified herein, the following meaningsThe following words and expressions shall have the meaning stated in this contract, except where the context requires otherwiseUnless the context otherwise requires, the following words and or expressions shall have thefollowing meanings.Unless the context requires otherwise, the words appearing in this agreement in full capital means the following:支付条款Buyer shall pay the contract price to party b within 60 days after the receipt of party b.EPCThe definitions set forth in Article 1 of the EPC (Engineering, Procurement and Construction) Contract are equally applicable to this Design agreement and shall have the same meanings ascribed to them in the EPC contract unless otherwise defined in this design agreement.关联公司Affiliate means a company which, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with a party or a subcontractor of a party. For this purpose control means the direct or indirect ownership of in aggregate fifty percent or more of voting capital.HeadingAll Headings and titles used in this agreement are for convenience only. They are not to be used in the interpretation or construction of this agreement.No heading, index, title, sub-title, or sub-heading of this agreement shall limit, alter or affect the meaning or operation of this agreement.效力In the event of ambiguity or conflict between any of the documents in the purchase order, they shall be given precedence in the following order~~The Parts, Schedules, Appendices and any other documents referred to in this purchase order shall be taken, read and construed as an essential and integral part of this agreement.In the event of any inconsistency between the terms of the main body of this agreement and the schedules to this agreement the terms of the main body of this agreement shall take precedence.Representation and warrantyParty A represents and warrants that1 it is duly incorporated with limited liability and validly exists under the laws of xx2 it has corporate power and has taken all necessary corporate and other action to enter into and complete this agreement.Each Party hereby represents and warrants thatThis 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.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.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 government authorities constitutes legal, valid, binding and enforceable obligations of party a in accordance with this terms.Each party represents and warrants thatIt is duly organized and registered and in good standing in the US, has power and authority to enter into and perform this agreement and any other agreement and documents executed or delivered by it in connection herewithIts execution, delivery and performance of the documents have been duly authorized by all necessary action.Law firm’s representation and warrantyPrior to entering into this contract, the law firm has made due and diligent enquiry of its affiliates, as at the date of the first above written, no situation exists where law firm or its affiliates are providing services to entities who have an interest in the transaction which is the subject matter of the services and whose interests may conflict with those of the client or any of its affiliate in respect of the servicesThe consultant has undertaken a due diligence investigation of conflicts of interest immediately prior to the date of this agreement and will do so periodically thereafter. The consultant will immediately inform client if it becomes aware of a conflict situation pertaining to the services and the consultant’s engagement.股权转让协议PARTY A hereby represents and warrants that:1 PARTY B is a duly established limited liability Chinese-foreign equity joint venture company existing under the laws of PRC as a legal person and having a term of operation of 15 years commencing on 5th, October 2000, its principal business scope allowed in the business license is the manufacture of oil, transportation and storage of oil, sales of oil and it has the corporate power to conduct its business as presently conducted and to own and hold the assets used in connection therewith. Party B’s total investment amount is tow billion US Dollar and its registered capital is fifty million USD.2 PARTY A has duly complied with its obligations under the JOINT VENTURE CONTRACT. The JOINT VENTURE CONTRACT and the Articles were duly executed and delivered by PARTY B and are legally valid, binding and enforceable in accordance with their respective terms; there is no event which would give rise to the early termination of the JOINT VENTURE CONTRACT or the Articles or the term of operation of Party B as stated in its business license and no order or petition has been made or presented, and no resolution has been passed or proposed and no action has been taken to wind up or dissolve Party B.3 The ACCOUNTS give a true and fair view of the financial condition and state of affairs of party b as at the account date and of the results of party b for the financial year of party b endedon the account date, having been prepared in accordance with PRC accounting principles and relevant accounting financial regulations applicable to equity joint ventures in the PRC.要求转让方就合资公司的这些现实合资公司具体情况的财务报表的真实性予以保证。