Pledgor’s Representations and Warranties. Each of the Pledgors respectively represents and warrants to the Pledgee as follows:
7.1 The Pledgors are PRC citizens with full legal capacity, having full civil rights and powers to execute this Agreement and assume the legal obligations in accordance with this Agreement.
7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement.
7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision.
7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Pledged Equity Interest. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof.
7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest.
7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement.
7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement.
7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement.
7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudi...
Pledgor’s Representations and Warranties. The Pledgor hereby represents and warrants as of the effective date of this Agreement:
6.1 The Pledgor is the sole legal owner of the equity interest pledged;
6.2 The Pledgor does not set up any other pledge or other rights on the equity interest except the set is for the Pledgee’s benefit.;
Pledgor’s Representations and Warranties. Pledgor hereby represents and warrants to Secured Party, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Account or delivered to Secured Party or Custodian, that:
(a) Pledgor is the direct, sole beneficial owner and sole holder of record of the Collateral, free and clear of any Liens other than Permitted Liens. Pledgor further represents and warrants that all Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Collateral) duly authorized, validly issued, are fully paid and non-assessable.
(b) Pledgor has full power and authority to grant to Secured Party the security interest in such Collateral granted pursuant hereto. The security interest in the Collateral granted to Secured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, other than Permitted Liens).
(c) Upon the execution and delivery of this Security Agreement by the parties hereto and the registration of the Relevant Collateral Shares in the name of the applicable Lender on the Issuer’s share register, (i) the security interest created in favor of Secured Party in the Relevant Collateral Shares and the Cash Collateral Account will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party.
(d) On and after the Custodial Arrangement Date, subject to the execution of the Control Agreement with respect to the Collateral Accounts by the parties thereto, (i) the security interest created in favor of Secured Party in the Collateral Accounts and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable ...
Pledgor’s Representations and Warranties. The Pledgor hereby represents and warrants as of the effective date of this Agreement:
6.1 The Pledgor is the sole legal owner of the Pledged Equity;
6.2 The Pledgor does not set up any other pledge or other rights on the equity interest except the set is for the Pledgee’s benefit.;
6.3 The Pledge under this Agreement constitutes the first priority security interest on the Pledged Equity Interest.
6.4 Gamease’s shareholder meeting has approved the Pledge pursuant to this Agreement;
6.5 Upon the effectiveness of this Agreement, this Agreement constitutes a legal, valid and binding obligation of it enforceable against it in accordance with its terms to the Pledgor.
6.6 The Pledge pursuant to this Agreement does not cause to violate any relevant PRC laws and regulations or cause to breach any agreement or instruments with any third party or any promises made to the third parties;
6.7 All relevant documents and material related to this Agreement provided by the Pledgor to the Pledgee are true, accurate and complete;
6.8 to exercise the rights as shareholder of Gamease only upon the written authorization and request by Party A.
Pledgor’s Representations and Warranties. The Pledgor represents and warrants to the Secured Party that:
(a) The Shares are validly issued, fully paid, and nonassessable. The Pledgor is the sole owner of the Shares, free and clear of any and all liens or encumbrances, and will defend the same against all claims and demands of all persons.
(b) The Pledgor has a good right to transfer and pledge the Shares as provided in this Agreement, and neither such pledge nor any transfer of the Shares following a default is restricted by any buy-sell agreement or other restriction on transfer of the Shares and neither such pledge nor such transfer will give rise to any rights in the Shares on behalf of any third party.
Pledgor’s Representations and Warranties. Each Pledgor jointly and severally represents and warrants to the Administrative Agent and the Secured Parties as follows:
(a) The Collateral listed on the attached Schedule I has been duly authorized and validly issued and, with regards to Pledged Stock, is fully paid and nonassessable.
(b) Each Pledgor is the legal and beneficial owner of the Collateral indicated on Schedule I, free and clear of any Lien, purchase option, call or similar right of a third party except for (i) the security interest created by this Pledge Agreement and (ii) other Permitted Liens.
(c) The Membership Interests listed on Schedule I constitute the percentage set forth on Schedule I of the issued and outstanding membership interests of each respective issuer thereof and all Membership Interests in which any Pledgor has any ownership interest on the date hereof. The Partnership Interests listed on the attached Schedule I constitute the percentage set forth on Schedule I of the issued and outstanding partnership interests of the respective issuer thereof and all Partnership Interests in which any Pledgor has any ownership interest on the date hereof. The Pledged Shares listed on the attached Schedule I constitute the percentage set forth on Schedule I of the issued and outstanding shares of capital stock of the respective issuer thereof and all Pledged Shares in which Pledgor has any ownership interest on the date hereof.
(d) The name of each Pledgor set forth on the signature pages to this Pledge Agreement is the exact legal name of such Pledgor on the date hereof.
Pledgor’s Representations and Warranties. 6.1 The Pledgor represents and warrants as of the date of this Agreement to the Security Trustee that:
6.1.1 the Pledgor is the sole legal and beneficial owner of the Pledged Shares free from any Security (as such term is defined in the Security Trust and Intercreditor Deed) except as created by this Agreement; and
6.1.2 the Pledged Shares are fully paid up.
Pledgor’s Representations and Warranties. Each Pledgor represents and warrants to the Administrative Agent and the other Secured Parties as follows:
(a) The Pledged Collateral (if any) applicable to such Pledgor listed on the attached Schedules 2.02(a), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable.
(b) Such Pledgor is the legal and beneficial owner of the Pledged Collateral free and clear of any Lien or option, except for Liens permitted under clauses (a), (b), (c), (j) or (p) of Section 6.2 of the Credit Agreement.
(c) (i) the Membership Interests listed on the attached Schedule 2.02(a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) (after giving effect to any supplements thereto but subject to the time periods specified in Section 5.6 or 5.7 of the Credit Agreement, as applicable, for the delivery of any such supplements) and all of the Equity Interest (if any) in such issuer in which the Pledgor has any ownership interest, and, except as set forth on Schedule 2.02(a), such Membership Interests are not represented by any certificate or instrument and are not “securities” governed by Article 8 of the UCC and (ii) except as set forth on Schedule 2.02(a), no Membership Interest (A) is dealt in or traded on securities exchanges or in securities markets, (B) is held in a securities account, or (C) expressly provides that such Membership Interest is a security governed by Article 8 of the UCC.
(d) The Partnership Interests (if any) listed on the attached Schedule 2.02(b) (after giving effect to any supplements thereto but subject to the time periods specified in Section 5.6 or 5.7 of the Credit Agreement, as applicable, for the delivery of any such supplements) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest, and, except as set forth on Schedule 2.02(b), such Partnership Interests are not represented by any certificate or instrument and are not “securities” governed by Article 8 of the UCC. Except as set forth on Schedule 2.02(a), no Partnership Interest (i) is dealt in or traded on securities exchanges or in securities markets, (ii) is held in a securities account, or (iii) expressly provides that such Partnership Interest is a securi...
Pledgor’s Representations and Warranties. Pledgor hereby represents and warrants to Holder as follows:
Pledgor’s Representations and Warranties. 5.1 The Pledgor is the sole legal owner of the Pledged Equity.
5.2 There should be no intervention from any other party at any time when the Pledgee exercises its rights as pledgee pursuant to this Agreement.
5.3 The Pledgee shall have the right to exercise or transfer the Pledge Right in any manners provided herein.
5.4 The Pledgor does not set up any other pledge or other encumbrances on the equity interest except those set up for the benefit of the Pledgee.
5.5 The pledgee shall ensure that Ctrip Commerce’s shareholders’ meeting has adopted a resolution to approve the pledge under this Agreement.
5.6 This Agreement, once effective, constitutes a lawful, effective and binding obligation for the Pledgor.
5.7 The pledge created by the Pledgor on the Pledged Equity pursuant to this Agreement will not violate the relevant stipulations of the laws, regulations of the State and government policies, nor will it violate any contracts or agreements entered into by and between the Pledgor and any third party, or any commitments made by the Pledgor to any third party.
5.8 All documents and materials in relation to this Agreement provided by the Pledgor to the Pledgee are true, accurate and complete.
