Other Representations and Warranties Relating to the PRC Companies Sample Clauses

Other Representations and Warranties Relating to the PRC Companies. (a) The Constitutional Documents and all Consents necessary or appropriate for the PRC Companies are valid, have been duly approved or issued (as applicable) by competent governmental authorities or other applicable parties and are in full force and effect.
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Other Representations and Warranties Relating to the PRC Companies. (i) Except as disclosed in Section 3.26 (i) of the Disclosure Schedule, the constitutional documents and certificates and related contracts and agreements of each PRC Company are valid and have been duly approved or issued (as applicable) by competent PRC authorities.
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Other Representations and Warranties Relating to the PRC Companies. (a) Each of the PRC Companies has applied for and obtained all requisite licenses, clearance and permits required under PRC laws as necessary for the conduct of its businesses and all such licenses, clearance and permits are validly subsisting, and has complied in all respects with all PRC laws, such as laws in connection with foreign exchange, including without limitation, carrying out all relevant filings, registrations and applications for relevant permits with the SAFE and any other relevant Governmental Authorities, and all such permits are validly subsisting.
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Other Representations and Warranties Relating to the PRC Companies. (v) Please refer to Section 3.4 of this Disclosure Schedule. Schedule 1 Nobao Cap Table Wide Safety New Investment Pre-Closing After Closing After Transfer of New Allotment of Ordinary Shares Series A Percentage Old Shares Series A Ordinary Shares Total Percentage Xxx Xxxx Investments Ltd 135,894,620 59.07 % 132,294,620 130,448,495 56.70 % China Enviro. Fund 2,743,820 73,597,200 33.18 % 2,743,820 73,597,200 76,341,020 33.18 % Wide Safety 7,296,760 3.17 % 10,896,760 10,896,760 4.74 % Ace Excel 2,769,188 1.20 % 2,769,188 2,769,188 1.20 % Ace Captain 2,769,188 1.20 % 2,769,188 2,769,188 1.20 % 1,846,125 0.80 % ESOP 5,000,000 2.17 % 5,000,000 5,000,000 2.17 % Total 156,473,576 230,070,776 100.00 % 156,473,576 73,597,200 156,473,576 230,070,776 100.00 % No. of shares 3,600,000 Schedule 2 Nobao Renewable Energy Holding Limited Consol TT Bal adjusted PRC BALANCE SHEET 2010 1~6 ASSETS Cash on hand 38,634 Cash in bank 78,348,013 Short-term Investments — Prepaid Tax 4,787,371 Accounts Receivable 13,308,664 less:bad debt provision — Accounts Receivable,net 13,308,664 Advance to supplier 7,599,017 Inventory 44,793,675 less:NRV provision — Inventory ,net 44,793,675 Subsidy receivable — Other Receivables 25,193,071 less:bad debt provision — Other Receivable,net 25,193,071 Deferred tax assets 18,890 Prepaid expenses 5,583 Due from related party — Total Current Assets 174,092,916 Long-term Investments — Fixed Assets 7,176,734 Less: Accumulated Depreciation (774,052 ) Fixed Assets, Net 6,402,682 Fixed asset impairment provision — Fixed Assets, Net 6,402,682 CIP 15,849,692 Deferred Assets — Account receivable-non-currunt 51,431,167 Intangible assets — LUR 5,805,630 Other assets 238,687,127 Total Assets 492,269,214 — LIABILITIES AND OWNER’S EQUITY — Liabilities — Short-term Loan — Defered revenue — Provision — Accounts Payable 52,355,907 Salary Payable 363,803 Tax Payable 18,828,607 Other levies — Dividend payable — Advance from customer 67,560 Other payables 84,082,719 Staff welfare and bonus — Accrued Expense 123,691 Total Current Liabilities 155,822,288 Defer tax liability 2,003,286,074 Nobao Renewable Energy Holding Limited Consol TT Bal adjusted PRC BALANCE SHEET 2010 1~6 Long-term Loan 5,113,400 Long-term Payable — Owner’s Equity — Paid-in Capital 99,673 Capital Surplus — Reserve 123,645,740 Expansion — Retained Earnings (1,795,697,962 ) Total owner’s Equity (1,671,952,549 ) Total Liabilities and Owne 492,269,213 CHECK (1 ) PROFIT AND LOSS ACCOUNT — Sales 141,846,837 S...
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Other Representations and Warranties Relating to the PRC Companies. Except as disclosed in the corresponding sub-section of Section 3.23
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Related to Other Representations and Warranties Relating to the PRC Companies

  • REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY The Company represents and warrants to Purchaser as follows:

  • Other Representations and Warranties CMSI represents and warrants to the Underwriter that:

  • Disclaimer of Other Representations and Warranties PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN GIVEN THE OPPORTUNITY TO EXAMINE ALL ASPECTS OF COMPANY AND TO REVIEW ALL FILES CONCERNING THE LOCATIONS MAINTAINED BY COMPANY AND ITS ENVIRONMENTAL CONSULTANTS AND ALL STATE AGENCIES HAVING JURISDICTION OVER THE LOCATIONS BEFORE PURCHASER’S EXECUTION AND DELIVERY OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT AND THE DESIGNATED SELLER DOCUMENTS, PURCHASER AGREES THAT THE SHARES SHALL BE SOLD AND THAT PURCHASER SHALL ACCEPT THAT COMPANY OWNS THE ASSETS AT CLOSING STRICTLY ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE SHARE PURCHASE PRICE OR INDEMNIFICATION EXCEPT AS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT, THE PURCHASE AND SALE AGREEMENT AND THE DESIGNATED SELLER DOCUMENTS AND THAT, EXCEPT FOR SELLERS’ REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND THE DESIGNATED SELLER DOCUMENTS, THE SALE OF SHARES AND OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLERS DO HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY.

  • Representations and Warranties of Grantor Grantor hereby represents and warrants to Lender that:

  • Representations and Warranties of the Parent The Parent hereby represents and warrants to the Shareholder as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES The Parent Parties hereby jointly and severally represent and warrant to the Company Parties as follows:

  • No Other Representations and Warranties EACH SPAC PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, INCLUDING THE SPONSOR, HEREBY ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN ARTICLE III, THE ANCILLARY AGREEMENTS TO WHICH THE COMPANY IS A PARTY AND ANY CERTIFICATES DELIVERED BY THE COMPANY PURSUANT TO THE TERMS HEREOF OR THEREOF, NO GROUP COMPANY OR AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY OF THE GROUP COMPANIES OR ANY OTHER PERSON OR ENTITY OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ANY OF THE SPAC PARTIES, THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE (1) OR MORE OF THE FOREGOING, AND (B) NONE OF THE SPAC PARTIES NOR ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING THE SPONSOR, RELIED ON ANY REPRESENTATION OR WARRANTY FROM OR ANY OTHER INFORMATION PROVIDED BY ANY GROUP COMPANY OR ANY AFFILIATE THEREOF, INCLUDING ANY COMPANY STOCKHOLDER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN ARTICLE III, THE ANCILLARY AGREEMENTS TO WHICH THE COMPANY IS A PARTY OR ANY CERTIFICATES DELIVERED BY THE COMPANY PURSUANT TO THE TERMS HEREOF OR THEREOF, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY THE COMPANY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS SECTION 4.23 SHALL LIMIT ANY CLAIM OR CAUSE OF ACTION (OR RECOVERY IN CONNECTION THEREWITH) WITH RESPECT TO FRAUD (AS DEFINED HEREIN).

  • Representations and Warranties of the Parties Each party hereto represents and warrants to the other as follows:

  • REPRESENTATIONS AND WARRANTIES OF COMPANY The Company hereby represents and warrants to each Purchaser as follows:

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