REPRESENTATIONS AND WARRANTIES 9. Section 3.1 Representations and Warranties of the Company 9 Section 3.2 Representations and Warranties of the Purchaser 9 ARTICLE IV MISCELLANEOUS 12
Section 4.1 No Third Party Beneficiaries 12 Section 4.2 Governing Law; Selection of Forum; Submission to Jurisdiction; Service of Process 12 Section 4.3 Counterparts 13 Section 4.4 Notices 13 Section 4.5 Fees and Expenses 13 Section 4.6 Termination 14 Section 4.7 Confidentiality 14 Section 4.8 Entire Agreement 14 Section 4.9 Amendment 14 Section 4.10 Waiver and Extension 14 Section 4.11 Severability 14 Section 4.12 Public Disclosure 15 Section 4.13 Waiver of Jury Trial 15 Section 4.14 Further Assurances 15 SCHEDULE I NOTES PURCHASERS 18 SCHEDULE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY 19 EXHIBIT A DESCRIPTION OF THE NOTES 33 THIS CONVERTIBLE SENIOR NOTES PURCHASE AGREEMENT (this “Agreement”) is made as of May 15, 2019 by and among:
(1) JinkoSolar Holding Co., Ltd., a Cayman Islands exempted company (the “Company”); and
(2) Credit Suisse (Hong Kong) Limited (the “Purchaser” and, collectively with any other purchasers of the Notes pursuant to purchase agreements entered into on the date hereof, the “Purchasers”).
REPRESENTATIONS AND WARRANTIES 9. .1 The Borrower represents and warrants that: (a) (i) the Borrower has the power and authority, and the legal right, to make, deliver and perform the Lending Agreement and to obtain a Loan; (ii) the Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of the Lending Agreement and to authorize the obtaining of a Loan on the terms and conditions of the Lending Agreement; (iii) no consent or authorization of, filing with, notice to or other act by or in respect of, any governmental authority or any other person is required in connection with the obtaining of Loans hereunder or with the execution, delivery, performance, validity or enforceability of the Lending Agreement; and (iv) the Lending Agreement has been duly executed and delivered on behalf of the Borrower; (b) the Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is not in violation of any laws or regulations in any respect which could have any adverse effect whatsoever upon the validity, performance or enforceability of any of the terms of the Lending Agreement; (c) the Lending Agreement constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms; (d) the Borrower has rights in Collateral sufficient to grant an enforceable security interest to the Treasury and its rights in Collateral are free of any assertion of a property right that would adversely affect the Treasury’s right to Collateral, including but not limited to any claim, lien, security interest, encumbrance, preference or priority arrangement or restriction on the transfer or pledge of Collateral (an “Adverse Claim”), except as created by, or otherwise permitted under, the Lending Agreement or by the Treasury; (e) all information set forth on the Certificate is accurate and complete and there has been no change in such information since the date of the Certificate; (f)
(i) the Lending Agreement is effective to create in favor of the Treasury a legal, valid, and enforceable security interest in the Collateral described in the Lending Agreement and proceeds thereof; (ii) when financing statements are filed in the state filing offices located in the jurisdictions specified on the Certificate, those security interests shall constitute a fully and validly perfected lien on, and security interest in, all rights, title and interest of the Borrower in ...
REPRESENTATIONS AND WARRANTIES 9. Section 5.1. Representations and Warranties of the Seller Parties 9 ARTICLE VI CONDITIONS OF PURCHASES 13 Section 6.1. Conditions Precedent to Initial Incremental Purchase and Restatement 13 Section 6.2. Conditions Precedent to All Purchases 14
REPRESENTATIONS AND WARRANTIES 9. Section 3.1 Representations and Warranties with Respect to the Company and the Operating Partnership 9 Section 3.2 Representations and Warranties of the Helmsley Group Members 11 Section 3.3 Survival of Representations and Warranties 16
REPRESENTATIONS AND WARRANTIES 9. Representations and Warranties of the Issuer, the Transferor and the Servicer 9 SECTION 4.2 Covenants of the Issuer, the Transferor and the Servicer 11 SECTION 4.3 Periodic Notices and Reports 13 SECTION 4.4 Representations and Warranties of the Investors 14
REPRESENTATIONS AND WARRANTIES 9. Section 3.1. Representations and Warranties of the Company 9 Section 3.2. Representations and Warranties of the Buyer Parties 30
REPRESENTATIONS AND WARRANTIES 9. Prohlášení a záruky
REPRESENTATIONS AND WARRANTIES 9. Section 3.1. Representations and Warranties of Seller 9 Section 3.2. Representations and Warranties of the Servicer 13
REPRESENTATIONS AND WARRANTIES 9. Each Obligor and Intermediate HoldCo represents and warrants that the representations and warranties contained in clause 18 of the Facility Agreement are deemed to be made on the date of this letter and on the Effective Date.
REPRESENTATIONS AND WARRANTIES 9. Representations and Warranties of the City 9
