Representations and Warranties by Party B. Party B hereby represents and warrants to Party A that:
8.1 It is a limited liability company duly registered and lawfully existing under PRC Laws with independent legal personality, has full and independent legal status and capacity to execute, deliver and perform this Agreement and may xxx or be sued as an independent party.
8.2 It has full internal corporate power and authority to execute and deliver this Agreement and all other documents to be executed by it in connection with the transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder. This Agreement will be lawfully and duly executed and delivered by it, and will constitute its legal and binding obligations enforceable against it in accordance with its terms.
Representations and Warranties by Party B. 6.1 Party B is a limited liability company duly incorporated and validly existing under the PRC laws.
6.2 Party B has received all consents and authorizations necessary and desirable to execute, deliver and perform this Agreement.
6.3 Party C will be in strict compliance with this Agreement, actively perform its obligations hereunder, and refrain from any action or omission which may affect validity or enforceability of this Agreement.
Representations and Warranties by Party B. Party B hereby represents and warrants to Party A as follows:
9.1 Party B is the owner, or the manager authorized by the State, of the Collaterals hereunder, and it has full rights to dispose the Collaterals. No dispute in respect of ownership, right to use, or right to operate and manage on the Collaterals is existing. Party B has obtained authorization or approvals necessary to the mortgages pursuant to procedures and authority as set forth in its articles of association, without any violation of laws, regulations and other provisions.
9.2 If it is a listed company or a subsidiary controlled by a listed company, it shall disclose the guarantees in a timely manner as required by the Securities Law, the Listing Rules of Stock Exchange, and other applicable laws, regulations and rules.
9.3 It is willing to create the mortgages in favor of the Debtor, and all of its intents hereunder is its true intends.
9.4 The Collaterals can be created with mortgages according to law without any limitations.
9.5 If there are defects on the Collaterals, such defects have been reasonably stated in any respect.
9.6 The Collaterals have not been sealed, seized or monitored.
9.7 If the Collaterals have been leased in part or whole, the mortgages have been well notified to the Lessee, and such lease has been notified to Party A in writing.
9.8 No mortgage has been created on the Collaterals in favor of other creditors; or such mortgage has been well notified to Party A in writing if any such mortgage was created.
9.9 The Collaterals are not co-owned, or the mortgages have been agreed on in writing by other co-owners if such Collaterals are co-owned.
Representations and Warranties by Party B. In order to induce Party A to enter into this agreement, Party B represents and warrants to Party A as follows:
a) Party B is a wholly owned foreign enterprise duly established, incorporated and approved and validity subsisting under the laws of China to manufacture products like Ceph C / 7ACA and Amoxycillin clavunate and has the facilities to manufacture the same.
b) Party B has full, exclusive and absolute power, control and authority to enter into this agreement and to observe and perform the obligations on its part to be observed and performed hereunder.
c) The entering into of this agreement have been duly authorized by all necessary actions and will not conflict with or contravene any law, regulation, by-law, judgement, order, consent, approval, license, permit, authorization or exemption *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. applicable to Party B, the agreement and any agreement to which Party B is a party or by which it is bound.
d) No litigation, arbitration or administrative proceedings are at present current, pending to the knowledge of Party B, threatened against Party B or its assets which might, if adversely determined have a material if adverse effect on the financial condition or assets of Party B or the ability of Part B to observe and perform the obligations on its part to be performed under this agreement and under the agreements contemplated hereby.
Representations and Warranties by Party B. On the date of execution hereof, and on each date of transfer, Party B hereby represents and warrants to Party A as follows:
(1) Party B is entitled to sole and exclusive ownership of the Subject Assets and its use of such Subject Assets will not infringe upon any third individual rights and interests. In addition, there is no litigation or other dispute concerning such Subject Assets;
(2) Party B executes and performs this Agreement within the scope of its authority and business, has taken necessary corporate action for appropriate authorization and obtained the consent and approval of the third party or the government department, without any violation of the laws and contract restrictions having a binding on or affecting Party B;
(3) Once executed, this Agreement constitutes Party B’s legal, valid and binding obligation, as enforced by Party B;
(4) It has the authority and capacity to execute and deliver this Agreement and any subject asset transfer contract to which it is one party as concluded by it under this Agreement with respect to each transfer of the Subject Assets Purchased and to perform its obligations under this Agreement and any subject assets transfer contract. Once executed, this Agreement and the subject asset transfer contract to which it is one party shall constitute its legal, valid and binding obligation, as enforced in accordance therewith;
(5) No execution and delivery of this Agreement or any subject asset transfer contract or no obligation under this Agreement or any subject asset transfer contract will (i) result in any violation of any applicable laws of China; (ii) not contradict against its Articles of Association or other organization documents; (iii) result in any violation or breach of any contract or instrument to which it acts one party or is subject; (iv) result in any violation of any condition for grant and/or continuous validity of any license or permit granted to it; or (v) result in suspension or cancellation of or establishment of additional conditions upon any license or permit granted to it.
Representations and Warranties by Party B. 23.1. Party B covenants, warrants and represents that, as of the date hereof and as of the Closing except as provided in the Disclosure Schedule attached hereto as Schedule 23], and the bring down of these warranties and representations to be included in the CEO Certificate, that:
Representations and Warranties by Party B. Party B hereby represents and warrants to Party A as follows:
8.1 It is a company with limited liability duly incorporated and legally existing under the Laws of the PRC with an independent legal person status. It has full and independent legal status and legal capacity to execute, deliver and perform this Agreement and may act independently as a party to lawsuit.
8.2 It has full corporate power and authority to execute and deliver this Agreement and all the other documents to be signed by it in relation to the transaction referred to herein, and has the full power and authority to complete the transaction referred to herein. This Agreement shall be executed and delivered by it legally and properly. This Agreement constitutes the legal and binding obligations on it and is enforceable against it in accordance with its terms.
Representations and Warranties by Party B. Party B makes representations and warranties to Party A as follows:
5.1 It has the qualifications to act as Guarantor according to law, and it has obtained authorizations or approvals necessary for the guarantees hereunder in favor of Party A pursuant to procedures and authority under the articles of association. The granting of guarantees by it will not violate laws, regulations and other relevant provisions.
5.2 If it is a listed company or a subsidiary controlled by a listed company, it shall disclose information concerning performance of the guarantees in a timely manner pursuant to the Securities Law, the Listing Rules of Stock Exchange, and other laws, regulations and rules.
5.3 It is sufficiently capable of bearing the guarantee liabilities, and such guarantee liabilities will not be mitigated or exempted due to any orders, change of financial conditions, or any agreement between it and a third party.
5.4 It is aware of the use of obligations under Major Contracts, and it is willing to grant the guarantees in favor of Borrower. Meanwhile, its intents under this Contract are true in any respect.
5.5 All data or information provided to Party A is true, accurate and complete and does not include any false records, material omissions or misleading statements.
5.6 If Party B is a natural person, in addition to the above, it shall make the following representations and warranties as well:
A. It has full civil legal rights and full behavioral competency;
B. It has legal income sources and sufficient subrogation competency;
C. No allegations of bad credit have been made against it, such as overdue payment of loans, default in paying interest accruals, malicious overdraft or avoidance of debts;
D. No allegation of criminal or unethical acts have been made against it, such as gambling and/or drug taking;
E. It has obtained written consents from its spouse for granting the guarantees to Party A.
Representations and Warranties by Party B. 1） Party B warrants that it is a joint stock limited company established and validly existing under the laws of the PRC with due qualification as an entity to sign and execute the Agreement, and has obtained authorizations or approvals from the Board of Directors for the transfer of its investment; （2） Party B warrants that the subject equity interest to be transferred is legally owned by it, and it has duly performed its obligation as a shareholder to make contribution to the registered capital of the Company, for which there shall not be any pledge or other restrictive rights attached to the subject equity interest. It has also dispatched a notice of transfer of the subject equity interest to Germany MTU as per Clause 15.2 of the JV Contract and Clause 13.2 of MTU Articles, with which it is deemed to have completed its obligation of notifying the foreign shareholder of the JV Company. （3） Signing and execution of the Agreement will not: 1) lead to breach of relevant laws and regulations; 2) cause conflicts with its articles or similar documents of such nature; 3) lead to or constitute default under the other agreement or document to which it is a party or bond by it; （4） Party B has taken all appropriate and necessary actions to authorize signing and delivery of the Agreement and all the other agreements and documents as mentioned therein to which it is a party, and authorize execution and compliance with the terms and conditions of the Agreement and such agreements and documents. （5） Party B undertakes to be bond by the agreement on the arrangement for engine maintenance under the four-party agreement among Party A, Party B, JV Company and Germany MTU.
Representations and Warranties by Party B. Party B represents and warrants to Party A that from the effective date of this Agreement through the date of completion of transfer of all the Target Equity to Party A:
6.1 Party B legally holds the Target Equity.
6.2 Party B has fully performed the obligations under the articles of association of Xxxxxx Education and is free of any situations that may affect its legal status as the shareholder of Xxxxxx Education or any situations that may affect the exercise by Party A of the Call Option under this Agreement.
6.3 Except for the equity pledge consented to by Party A, any Target Equity held by Party B is free and clear of any form of security interest or any sequestrations, or any disputes, lawsuits, arbitrations or any other administrative or judicial enforcement arrangements regarding such equity, and nobody may make any claims against such equity.
6.4 Party B has disclosed to Party A any and all data or information that may have an adverse material effect upon the ability of Party B in performing the obligations under this Agreement or upon Party A’s intention of signing this Agreement. In addition, all representations and warranties made to Party A under the Loan Agreement executed by all the parties on June 8, 2011 are incorporated herein. Party B undertakes to Party A that:
7.1 Within the term of this Agreement, they will take all necessary actions to ensure that Xxxxxx Education can timely obtain all business licenses and that all business licenses remain in force at any time.
7.2 Within the term of this Agreement, without Party A’s prior written consent:
7.2.1 Party B shall not transfer or otherwise dispose of any Target Equity or set any security interest or other third-party right on any Target Equity;
7.2.2 Party B shall not approve the increase or decrease of the registered capital of Xxxxxx Education or its existing shareholders;
7.2.3 Party B shall not dispose of or cause the management of Xxxxxx Education to dispose of any assets of Xxxxxx Education (except those occurring in the normal course of business);
7.2.4 Party B shall not terminate or cause the management of Xxxxxx Education to terminate any significant agreements signed by Xxxxxx Education (significant agreements are to be defined by Party A) or sign any other agreements conflictive with existing significant agreements;
7.2.5 Party B shall not appoint or remove any of Xxxxxx Education’s executive director or director (if any), supervisor or, other management personnel appointable ...
