Party B’s Representations and Warranties. Party B represents and warrants as follows:
4.2.1 he has and shall maintain the full power and authority to enter into this Agreement and to perform his obligations hereunder;
4.2.2 the execution and performance of this Agreement by himself will not result in a breach of any laws, regulations, authorizations, or agreement to which he is subject;
4.2.3 this Agreement shall constitute his legal, valid, and binding obligations, and is to be enforceable against himself;
4.2.4 there are no civil, criminal or administrative, claims, actions, suits, investigations or proceedings pending or threatened against him which, based on his knowledge, would materially and adversely affect this Agreement and the performance thereof;
4.2.5 there is no provision of any agreement, enforceable judgment or order of any court binding on him or affecting his property, which would in any way prevent or materially adversely affect his execution or performance of this Agreement;
4.2.6 the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right, contract, judgment, decree or law that is binding upon him or his assets;
4.2.7 with the exception of the Equity Pledge Agreement, the Equity Option Agreement and the Power of Attorney, he has not: (a) created any pledge, charge or any other security over any of the Equity Interests; (b) offered to transfer any of the Equity Interests to any third party; (c) issued an undertaking to any third party regarding any offer to purchase any of the Equity Interests; or (d) entered into any agreement to transfer any of the Equity Interests to any third party; and
4.2.8 no dispute, action, arbitration, administrative procedure or other legal proceeding (potential or actual) regarding himself and/or any of the Equity Interests in existence or pending.
Party B’s Representations and Warranties. 4.3.1 It shall be equipped with experienced professionals appropriate for the scale and categories of Entrusted Assets to be in charge of the investment and management of Entrusted Assets, including, without limitation, the custodian, liquidation and settlement of Entrusted Assets not in the custodian of a third party.
4.3.2 It shall have established sound internal risk controls, inspection and audit, financial management and personnel administration systems and ensure the effectiveness of internal controls;
4.3.3 It shall establish adequate and reliable catastrophe recovery system as soon as possible, and maintain the feasibility and effective implementation of the system. Such catastrophe recovery system shall be able to handle various risks, calamities and disasters, and ensure that it shall, after the occurrence of catastrophes, continue to perform such obligations as investment management, liquidation and settlement, and cash management within the time period as requested by Party A, and comply with the basic business requirements on the management of Entrusted Assets; and
4.3.4 It shall not engage in activities prohibited by this Agreement and other activities prohibited by laws, regulations and regulatory authorities.
Party B’s Representations and Warranties. Party B hereby represent and warrant to Pary A that on and till the execution date of this Agreement and each and every transfer day thereafter:
(1) Party B shall have full exclusivity and resale ownership of the underlying assets, without any security interest attached on the underlying assets, except those which have been disclosed to Party A and have obtained the written consent of Party A; Party B’s use of the underlying assets will not infringe the rights and interests of any third person, and there shall be no action or other dispute concerning the underlying asset;
(2) Party B shall sign and execute this agreement within the scope of its power and operation; it has taken the necessary corporate conduct and has obtained the consent and approval of a third party or government department; does not violate the restrictions of laws and contracts that bind or affect it; Party B has complied with all PRC laws and regulations relating to asset acquisition;
(3) Upon signature of this contract, it constitutes a lawful, valid and binding obligation to Party B and may be enforced against it;
(4) It has the power and ability to enter into and deliver this contract and any underlying asset transfer contract entered into under this contract for each transfer of the underlying assets purchased, as well as the authority and capacity to perform its obligations under this contract and any underlying asset transfer contract. This contract and the underlying asset transfer contract of which it is a party, once signed, will constitute a lawful, valid and binding obligation to it and may be enforced in accordance with its terms;
(5) Neither the signing and delivery of this contract or any underlying asset transfer contract nor the performance of its obligations under this contract or any underlying asset transfer contract shall: (i) result in a breach of any relevant PRC law; (ii) conflict with its article of association or other organizational documents; (iii) result in its breach of any contract or document to which it is a party or binding on it, or constitute a breach under any contract or document to which it is a party or which is binding on it; (iv) causing a breach of any condition for the grant and/or continued validity of any license or approval issued to it; or (v) lead to the suspension, revocation or conditionality of any license or approval issued to it;
(6) Party B has no outstanding debts, which not include (i) debts incurred in the ordinary course of busi...
Party B’s Representations and Warranties. (1) Party B has fully performed its obligation to make a capital contribution to Acorn Network Technology in accordance with the Company Law of the People’s Republic of China and the articles of association of Acorn Network Technology and it is the lawful owner of the equity interest to be pledged hereunder.
(2) No third party shall interfere in Party A’s exercise of the pledge right hereunder.
(3) Party A shall have the right to dispose of or transfer the equity interest to be pledged hereunder in accordance with the provisions hereof.
(4) Apart from the pledge hereunder, Party B has not created any other pledge or encumbrance on the equity interest to be pledged hereunder.
Party B’s Representations and Warranties. 2.2.1 Party B is a legal entity organized and existing under the laws of the PRC.
2.2.2 Party B represents to assume all economic and legal responsibilities arising from its breach of the above representations and warranties and compensate Party A against all losses may occur.
Party B’s Representations and Warranties. 6.1 Party B is a limited liability company that is incorporated and in good standing under Chinese laws.
6.2 Party B has obtained all necessary and appropriate approval and authorizations for signing and performing the Agreement.
6.3 Party B shall strictly comply with the Agreement and fulfill its obligations hereunder, and shall not engage in any action or omission that may impact the validity and enforceability of the Agreement.
Party B’s Representations and Warranties. 4.1 Party B is a company with good reputation duly established and validly existing within the jurisdiction of the location where it is located. Party B has all corporate rights and has obtained the government license and approval for conducting its current business.
4.2 Party B has completed all the authorizations and approvals necessary for the signature of this Contract. This Contract is the presentation of Party B’s true meaning and may not result in violation of any agreement or commitment concluded with any a third party. When this Contract is concluded and signed, Party B has not violate any law, regulation and rule for environmental protection, energy conservation and emission reduction, and pollution reduction, and Party B promises to strictly abide by such laws, regulations and rules after the conclusion of this Contract.
4.3 Party B is not involved in any litigation, arbitration execution, appeal and reconsideration procedure and other incident or case which may have major adverse impact on the execution of this Contract, unless otherwise Party B notified Party A in wiring prior to the conclusion of this Contract.
4.4 Party B shall, within the time limit requested by Party A, provide its financial statements, number of all opening accounts, loan balance and other relevant materials requested by Party A. Party B shall ensure the genuine, completeness and objectivity of all the documents and materials provided, which shall have no false record, misleading representation or material misstatement. The financial statements shall be prepared strictly in accordance with the Accounting Standards of China.
Party B’s Representations and Warranties. 6.1 The representations and warranties made by Party B in this Article are true and accurate. Party A may rely on such representations and warranties to enter into this Agreement.
6.2 Every party in Party B is a Chinese citizen with full capacity for civil conduct, has full legal rights to sign, perform and complete the Transactions contemplated by this Agreement, and has obtained appropriate authorization to perform all necessary actions.
6.3 Target Company (including its subsidiaries, same as below) legally owns the assets and has qualifications necessary for its production and operation, and complies with relevant laws and regulations in all aspects of production and operation. There is no violation of any relevant Chinese laws and regulations that may materially and adversely affect the transaction. There is no outstanding, unfulfilled or foreseeable major investigation, judgement, decision or penalty of Target Company before the closing date.
6.4 Party B and Target Company guarantees that Target Company including its subsidiaries, do not sign, perform and complete any important assets or any other liabilities.
6.5 Party B guarantees that the equity transferred to Party A is the actual investment of Party B in Target Company, and it is the legally owned equity and has full power to dispose it. There are no other interest arrangements such as holding shares. Party B guarantees that there is no other burden of mortgage, pledge or guarantee on the transferred equity, and guarantees that it will not be subject to any third party recourse. Party B has the right to transfer it to Party A.
6.6 To perform this Agreement and complete the Transactions contemplated by this Agreement, neither party of Party B will:
(1) violate the terms or regulations of any binding agreement or document of which he is a party;
(2) violate any laws, regulations or regulatory are applicable to that party.
6.7 Prior to the closing date, Party B has legally holds the Underlying Equity, and there is no pledge, judicial freeze or other restrictions on the transfer of the Underlying Equity. Party B has the right to transfer the equity interest to Party A.
6.8 The information or materials provided by Party B to Party A in this Transaction are true, accurate and complete.
6.9 Target Company legally owns the assets and has qualifications necessary for its production and operation, and complies with relevant laws and regulations in all aspects of production and operation. There is no violat...
Party B’s Representations and Warranties. Party B represents and warrants to Party A that, as of the effective date hereof:
1. Party B is the only legitimate holder of the equity pledged.
2. Except the pledge created for Party A’s interests, Party B does not create any pledge or other rights on the equity.
3. Wuhan Baina Information has adopted a resolution approving the share pledge hereunder at its board of shareholders.
4. Once valid, the Agreement constitutes legal, valid and binding obligations upon Party B.
5. That Party B pledges the equity under the Agreement violates neither the relevant national laws, regulations or other provisions of the government departments, nor any contract or agreements signed by and between Party B and any third party or any commits made to any third party.
6. Documents and materials regarding the Agreement provided by Party B to Party A are true, accurate and complete.
7. Only with Party A’s written authority, exercise all rights as Wuhan Baina Information’s shareholder as required by Party A.
Party B’s Representations and Warranties. 13.1 Party B’s acceptance to acquire the Transfer Target under this Contract is in accordance with laws and regulations and not in violation of any industrial policies within China.
13.2 All the certificates and materials submitted to Party A and Beijing Equity Exchange for the purposes of entering into this Contract are true, accurate and complete.
13.3 All the formalities required for entering into this Agreement, including but not limited to obtaining authorizations, approvals, company internal decisions, etc., are legally and validly handled. All the preconditions on which this Contract is established and the equities are acquired are satisfied.
