Representations and Warranties by All Parties. Each of the parties hereto hereby represents and warrants that each of the following statements is true, accurate and complete as to such party as of the date hereof:
(a) Such party has carefully read and fully understood all of the terms and conditions of this Agreement;
(b) Such party has consulted with, or had a full and fair opportunity to consult with, an attorney regarding the terms and conditions of this Agreement;
(c) Such party has had a full and fair opportunity to participate in the drafting of this Agreement;
(d) Such party is freely, voluntarily, knowingly, and intelligently entering into this Agreement;
(e) In entering into this Agreement, such party has not relied upon any representation, warranty, covenant or agreement not expressly set forth herein or in its respective Applicable Agreement;
(f) This Agreement has been duly authorized and validly executed and delivered by such party and constitutes each such party’s legal, valid and binding obligation, enforceable in accordance with its terms;
(g) Such party is executing this Agreement and agreeing to be bound on account of all Applicable Agreements to which it is a party; and
(h) Such party is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has the full power and legal authority to execute this Agreement, consummate the transactions contemplated hereby, and perform its obligations hereunder.
Representations and Warranties by All Parties. 6.1 Prior to the signing of this Agreement, if the signing party is a company, such company shall provide a power of attorney which authorizes its representative to sign this Agreement; if the signing party is an individual, such individual shall provide a copy of his/her identification card together with the original of the identification card being shown. In case of proxy, power of attorney thereof and a copy of the identification card of the principal shall be provided.
6.2 When signing this Agreement, the Transferors and Transferee hereby state that the documents and information provided to any other Party or their agencies (including, without limitation, the lawyers, valuers, financial consultants, etc.) before the Signing Date are still valid and authentic, and confirm that where there is any discrepancy therein with the terms of this Agreement, this Agreement shall prevail.
6.3 The Transferors and Transferee hereby agree that upon this Agreement coming into effect, the contracts or documents pertaining to the transfer of the Equity Stake entered into between the Transferors and the Transferee prior to this Agreement shall lapse automatically.
6.4 All Parties to this Agreement agree to strive jointly in coordinating the work pertaining to the transfer of the Equity Stake, including but not limited to application for approvals, registration and filing of record, etc., and the costs and expenses arising therefrom shall be borne by the Company.
Representations and Warranties by All Parties. One Party represents and warrants to the other Parties as follows：
(1) The Party has full legal rights, powers and authorities to execute this Agreement and all contracts and documents mentioned in this Agreement as a Party. The execution of this Agreement reflects the true intention of the Party;
(2) The execution and performance of this Agreement does not constitute a breach of any charter documents, signed agreements and licenses which the Party is a party to or the Party is bound by, nor will it lead to a breach of any kind or any requirement to obtain the judgment, ruling, order or consent issued by the court, government department and regulatory authority;
(3) Such Party has obtained all consents, approvals and authorizations necessary for the effective execution of this Agreement and all contracts and documents mentioned in this Agreement to which it is a Party, as well as for the compliance and performance of its obligations under this Agreement and other contracts and documents mentioned above.
Representations and Warranties by All Parties. 7.1 Prior to the signing of this Contract, the signing Party shall provide a power of attorney which authorizes its representative to sign this Contract to the other Party.
7.2 At the time of signing this Contract, the Transferors and the Transferee hereby state that the documents and information provided to the Party (ies) or their agencies (including, without limitation, the lawyers, valuers, financial advisers, etc.) prior to the Signing Date are still valid and authentic and confirm that, should discrepancies appear between the latter and the terms of this Contract, this Contract shall prevail.
7.3 The Transferors and the Transferee hereby agree that the contracts or documents pertaining to the transfer of Sale Equity Stake entered into among all Parties prior to this Contract shall lapse automatically upon this Contract coming into effect.
7.4 All Parties to this Contract agree to strive jointly in coordinating all the work pertaining to the transfer of the Sale Equity Stake, including but not limited to application for approvals, registration and filing for record, etc., and the expenses arising therefrom shall be borne by the Company.
7.5 All Parties hereby confirm that: in the event that the Sale Equity Stake is not successfully transferred to the Transferee due to the Transferee’s reasons, then the Transferors shall be entitled not to refund the deposit in the amount of RMB62,500,000 to the Transferee; in the event that the Sale Equity Stake is not successfully transferred to the Transferee due to the Transferors’ reasons, the Transferors shall refund twice of the deposit in the amount of RMB62,500,000 to the bank account designated by the Transferee within five (5) Working Days from the occurrence of such reason; in the event that the Sale Equity Stake is not successfully transferred to the Transferee due to the reasons of the Examination and Approval Authority, the Transferors shall refund the deposit in the amount of RMB62,500,000 to the bank account designated by the Transferee within five (5) Working Days from the occurrence of such reason.
Representations and Warranties by All Parties. 7.1 Transferors and Transferee hereby confirm that as of the Signing Date this Contract shall be a document having legal binding effect on all Parties.
7.2 Each Party hereby confirms that the documents and information provided to any other Party prior to the Signing Date are still valid and authentic and confirm that where there are discrepancies therein with the terms of this Contract, this Contract shall prevail.
7.3 All Parties hereby agree that, any Party shall have right to alter its authorized representative effective upon the delivery of a notice regarding such altering to other Parties.
7.4 All Parties hereby agree that the contracts or documents pertaining to the share transfer entered into between all Parties prior to this Contract shall upon this Contract coming into effect lapse automatically.
7.5 After the Closing Date, all rights and obligations of Transferors over the Transfer Shares shall be entirely transferred to Transferee. Chapter IV Disclosures, Representations and Warranties by Transferors
Representations and Warranties by All Parties. 8.1 The Transferors and the Transferee confirm that this Contract shall be a document having legal binding effect on all Parties from the Signing Date.
8.2 At the time of signing this Contract, Transferors and the Transferee state that the documents and information provided to any other Party or their agencies (including without limitation to the lawyers, appraisers, financial consultants, etc.) prior to the Signing Date shall remain effective，and confirm that where there are discrepancies therein with the terms of this Contract, this Contract shall prevail.
8.3 The Transferors and the Transferee hereby agree that the contracts or documents pertaining to Transferred Shares entered into between all Parties prior to this Contract shall lapse automatically upon this Contract coming into effect.
8.4 Unless otherwise provided in this Contract, all rights and obligations enjoyed or assumed previously by the Transferors over Transferred Shares shall be entirely transferred to the Transferee after the Closing date.
8.5 All Parties to this Contract agree to strive jointly in coordinating the work pertaining to the transfer of the Transferred Shares, including but not limited to registration and filing of record, etc., and the expenses arising therefrom shall be borne by Huaren.
8.6 The board of directors of Huaren after the Closing Date (hereinafter referred to as “Board”) shall be composed of three directors who are all appointed by the Transferee. The Chief Financial Officer of Huaren shall also be appointed by the Transferee.
Representations and Warranties by All Parties. Each party severally --------------------------------------------- represents and warrants to the other parties as follows:
(a) Each party has full power, capacity and authority to execute and deliver this Settlement Agreement. The execution and delivery of this Settlement Agreement has been duly authorized, if necessary, by such party, and no other action on the part of such party is necessary to authorize the transactions contemplated hereby. This Settlement Agreement has been duly executed and delivered by such party and constitutes the valid and legally binding agreement of such party, enforceable against such party in accordance with its terms.
(b) Neither the execution and delivery of this Settlement Agreement nor the consummation of the transactions contemplated hereby will violate, conflict with or result in a breach of or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would constitute a default) under any of the terms, conditions or provisions of any agreement, indenture, or instrument to which such party is a party or by which any of his or its properties or assets are bound, or result in the violation of any order, judgment or decree of any court or governmental agency having jurisdiction over such party.
(c) No Claim or any other claim described in Section 6, or any part thereof, has been assigned to any person or entity.
Representations and Warranties by All Parties. Each of the Parties represents and warrants to the other Parties as follows:
Representations and Warranties by All Parties. 6.1 Party A and Party B hereby confirm that as of the Signing Date this Contract shall be legally binding on all Parties.
6.2 Each Party hereby confirms that the documents and information provided to any other Party prior to the Signing Date are still valid and authentic and confirm that where there are discrepancies therein with the terms of this Contract, this Contract shall prevail.
6.3 All Parties hereby agree that, any Party shall have right to alter its authorized representative in Beijisong (including but not limited to directors and supervisors), effective upon the delivery of a notice regarding such altering to the other Party.
6.4 All Parties hereby agree that all other contracts or documents pertaining to the Shares Transfer entered into between all Parties prior to this Contract shall upon this Contract become void automatically.
6.5 After the Closing Date, relevant rights of Party A over the Transfer Shares shall be transferred to Party B. The debt and other litigations before the Closing Date shall be borne by Party A.
6.6 After completion of the Shares Transfer, both Parties agree to increase registered capital of Beijisong via foreign investment. Party B shall present any relevant legal documents concerning foreign investor acquiring shares of Beijisong and Beijisong becoming Sino-foreign joint venture. Relevant documents include but not limited to:
(1) Business registration documents of foreign investor in U.S.A.;
(2) Bank statement of foreign investor in U.S.A.;
(3) Profiles of directors and other personnel to be designated to Beijisong by foreign investor;
(4) other relevant application documents to change Beijisong to Sino-foreign joint venture by foreign investor.
6.7 Both Parties agree that foreign investor will contribute increased capital of Beijisong unilaterally and the registered capital will be adjusted correspondingly. Chapter IV Disclosures, Representations and Warranties by Party A
Representations and Warranties by All Parties. Each Party represents and warrants to the other that, at the date of this Agreement:
(a) it is duly incorporated under the laws of the place of its incorporation;
(b) it has the power and authority to sign this Agreement and perform and observe all its terms;
(c) this Agreement has been duly executed and is a legal, valid and binding agreement, enforceable against it in accordance with its terms;
(d) it is not bound by any contract which may restrict its right or ability to enter into or perform this Agreement;
(e) no resolutions have been passed and no other step has been taken or legal proceedings commenced or threatened against it for its winding up or deregistration or for the appointment of a liquidator, receiver, administrator or similar officer over any or all of its assets, and no regulatory action of any nature has been taken, which would prevent, inhibit or otherwise have a material adverse effect on its ability to fulfil its obligations under this Agreement; and
(f) it is not aware of any act, omission, event or fact that would result in one or more of the conditions in Schedule 1 being triggered, except as disclosed by the Party to the other Party in writing prior to the date of this Agreement.
