Establishment and Existence Sample Clauses
The 'Establishment and Existence' clause serves to confirm that a party to the agreement is legally formed and continues to exist as a valid entity under applicable law. Typically, this clause requires each party to affirm that it has been duly incorporated or organized and remains in good standing, which may involve providing evidence such as certificates of incorporation or registration. Its core function is to ensure that all parties have the legal capacity to enter into and perform the contract, thereby reducing the risk of unenforceable agreements due to a party's lack of legal status.
Establishment and Existence. 3.1 All Group Companies are limited liability companies duly incorporated and validly existing in accordance with the laws of the PRC. They have the independent capacity for civil rights and civil conduct. There are no circumstances of termination as required by the laws, regulations and regulatory documents or articles of association;
3.2 Except for the written disclosure that has been made to the Transferee, Group Companies have obtained all necessary approvals, consent, authorization and licenses required for their establishment and the business set forth in the business license; Except for the written disclosure that has been made to the Transferee, the foregoing approvals, consent, authorization and licenses are all effective currently, without change, withdrawal or failure of renewal;
3.3 Group Companies have participated in and passed the annual check of industrial and commercial administration regularly in accordance with relevant legal requirements; all Group Companies have completed valid tax registration. In addition, there are no obstacles or constraints related to the above aspects that may affect the normal operation of related companies;
3.4 All shareholders of the Group Companies have paid up the registered capital payable in accordance with the law, without outstanding additional or supplementary payment; all shareholders of the Group Companies have fully paid the subscribed registered capital in accordance with the provisions of laws and related articles of association:
3.5 Foreign investment information of the Group Companies is true and complete. Group Companies do not own any capital interest such as equity, shares, stocks and convertible bonds in any company, enterprise or other entities;
3.6 Except for the written disclosure that has been made to the Transferee, all the equity changes occurred in the duration of existence of the Transferor and Group Companies are voluntary, true and valid. The Transferor and Group Companies have paid necessary consideration and completed necessary formalities for approval, registration and change in accordance with the law. No illegal circumstances exist such as false transfer and concealing of illegal objectives in legal forms; the statements with respect to equity changes since the establishment of the Transferor and Group Companies are true and complete, without concealments and material omissions. The Transferor and Group Companies are not in violation of any law or regulation or any judgment, de...
Establishment and Existence. The Subsidiary has been legally established under Irish law and validly exists. It is conducting its current business operations legally, possesses the necessary legal authority, capabilities, and permissions to own and use its assets. There is no reason, to the Sellers’ knowledge, for the Subsidiary to be dissolved or liquidated, commence insolvency or debtor recovery proceedings, or similar procedures.
Establishment and Existence. FIP Educacional is legally established and validly existing in accordance with the Brazilian Laws.
Establishment and Existence. The Transferee is a limited liability company legally established under the Chinese laws, and has been lawfully and validly existing to date.
Establishment and Existence. (1) The Target Company is a limited liability company legally established and validly existing under the Chinese laws, which has independent capacities for civil rights and acts, and there are no circumstances requiring termination in accordance with laws, regulations and regulatory documents or their Articles of Association;
(2) All of the registered capital of the Target Company have been legally paid-up capital contributions;
(3) The external investments of the Target Company are true, accurate and complete; as of the Closing Date, none of the Target Company holds equity, shares, stocks, convertible debts and other capital interest in any Person, or has agreed to acquire equity in other Person or any other Persons or merge or consolidate with such other Persons, and none of the Target Company has any external investment.
(4) All equity changes of the Target Company during its existence are voluntary, genuine and valid, necessary consideration has been paid and taxes have been paid, necessary approval, registration and modification procedures have been duly completed, and there is no violation of laws such as false transfer or concealment of illegal purposes under the guise of a legitimate form; the descriptions of equity changes of the Target Company after its incorporation are genuine and complete, and there is no concealment or material omission; and
(5) All changes in the equity of the Transferor during the existence of the Target Company are made on a voluntary, genuine and valid basis, necessary consideration has been paid, taxes have been paid, necessary approval, registration and modification procedures have been completed in accordance with law, and there is no violation of laws such as false transfer or concealment of illegal purposes under the guise of a legitimate form.
Establishment and Existence. The Company is duly incorporated and validly existing under the laws of England and Wales and has all power and authority required to conduct its business as it is now being conducted; and