Representations and Warranties by Transferor. The Transferor represents and warrants to Accenture Ltd as follows:
(i) If the Transferor is an active Partner of Accenture, the Transfer does not violate any applicable Accenture policy.
(ii) The Transfer complies with the FCT Program eligibility requirement described in Section 1(b) above.
(iii) The information contained in Schedule I to the Joinder Agreement and all additional information and material provided by the Transferor in respect of the Transfer is complete and correct.
(iv) The Transfer does not violate any other agreement to which the Transferor is a party or by which the Transferor or the Transferred Shares are bound.
Representations and Warranties by Transferor. Transferor makes the following representations and warranties to Transferee as the basis for the undertakings on Transferee's part herein contained: ,T F.
(a) Transferor is a public body corporate and politic . and an instrumentality of the State of Georgia, duly organized, validly existing and in good standing under the laws of the State of Georgia; rm I `` s>,• -10- ,ot • f
(b) Transferor has good and sufficient fee simple title for purposes of this Agreement in and to the Real Property, and good and valid title in and to the Equipment and the Operating Assets, free and clear of any lien, claim, encumbrance or security interest therein, except for those listed in Exhibit "C" attached hereto; (
Representations and Warranties by Transferor. The Transferor hereby represents and warrants to the Acquirer on each and every date of the Execution Date of this Agreement, the Closing Date and each installment payment date of the Acquisition Consideration as follows:
(1) All the information and data provided by the Target Company and the Transferor to the Acquirer about Xieheng Telecommunications during the due diligence, consultation and negotiation activities carried out for the execution and performance of this Agreement is true and accurate, without any false, misleading or material deviations or any undisclosed material issues.
(2) The Transferor is a company duly organized and validly existing under the laws of the People’s Republic of China and has the legal powers and capacities to execute or authorize any third party to execute this Agreement, to perform this Agreement and to exercise and undertake the rights, obligations and responsibilities under this Agreement.
(3) The Target Company is duly organized and validly existing under the laws of the People’s Republic of China. The Transferor is the legal owner of 100% of the equity interests of the Target Company and there is no ownership dispute over the Target Equity. Except for the pledge of 100% of the equity interests of the Target Company to Beijing Ruizhi Jiye Investment Co., Ltd., the Target Equity is free from any acquisition right, pre-emptive right, option, custody, trust, mortgage, pledge or any other encumbrance in any form. 100% of the equity interests in the Target Company will be pledged to Beijing Ruizhi Jiye Investment Co., Ltd. until the date when an application has been submitted to the administration for industry and commerce for registering the transfer of 100% of the equity interests in the Target Company to the Acquirer pursuant to Article 4.1(8).
(4) All the limited liability company and individual industrial and commercial households as listed in Annex 1 and Annex 2 are duly organized and validly existing under the laws of the People’s Republic of China and are 100% beneficially owned and/or controlled by the Target Company. There is no ownership dispute over the equity interests of such companies and households and such equity interests are free from any acquisition right, pre-emptive right, option, custody, trust, mortgage, pledge or any other encumbrance in any form. The Acquirer shall legally and/or beneficially own 100% of the equity interests in such companies and households after the Closing Date.
(5) Xieheng Tel...
Representations and Warranties by Transferor. Transferor hereby represents, warrants and covenants to Transferee with respect to Transferor or the Business, as the case may be, that:
Representations and Warranties by Transferor. The Transferor represents and warrants to Accenture SCA as follows:
(i) If the Transferor is an active Partner of Accenture, the Transfer does not violate any applicable Accenture policy.
(ii) The Transfer complies with the FCT Program eligibility requirement described in Section 1(b) above.
(iii) The information contained in Schedule I to the Joinder Agreement and all additional information and material provided by the Transferor in respect of the Transfer is complete and correct.
(iv) The Transfer does not violate any other agreement to which the Transferor is a party or by which the Transferor or the Transferred Shares are bound.
Representations and Warranties by Transferor. Transferor represents and warrants to Transferee as follows as of the date hereof and as of the Closing Date (or, if made as of a specified date, as of such specified date only):
(a) Transferor is a corporation duly organized and validly existing under the laws of Japan and it has the corporate power to enter into this Agreement and to carry out the Demerger.
(b) The execution, delivery and performance of this Agreement have been duly authorized and no further corporate authorization is necessary on Transferor’s part with the exception of such authorizations set forth herein which it is required to receive after the date hereof and on or prior to the Closing Date.
(c) This Agreement is legally binding on and enforceable against Transferor in accordance with its terms, subject to the limitations imposed by the laws of bankruptcy, reorganization and creditors’ rights generally and except as enforcement thereof may be limited as to certain equitable remedies.
(d) The entering into of this Agreement does not violate or cause a default under or breach of (i) Transferor’s articles of incorporation, or other charter or governing documents assuming such authorizations set forth herein which Transferor is required to receive after the date hereof and on or prior to the Closing Date have been obtained, (ii) any material judgment, order or decree applicable to Transferor or Transferor’s properties and assets, or (iii) any applicable Laws.
(e) There is no action, suit or Legal Proceeding pending or, to Transferor’s Knowledge, threatened, against or affecting Transferor or Transferor’s assets in any court or before or by any Governmental Entity which would materially and adversely affect Transferor’s performance of Transferor’s obligations under this Agreement.
(f) Transferor has no financial relationship with anti-social forces (which means organized crime groups (bouryokudan), members of organized crime groups, associate members of organized crime groups, companies related to organized crime groups, corporate racketeers (sokaiya), social welfare activists, special intelligence violence groups, etc. and other similar persons, and the same shall apply to the term “anti-social force” hereafter), and is not cooperating with or involved in the support or operation of anti-social forces. Transferor is not providing any funds to anti-social forces regardless of its pretext, and has no plans in the future to do so. Transferor has not appointed as its director or statutory au...
Representations and Warranties by Transferor. Transferor represents and warrants to Transferee as follows as of the date hereof and as of the Closing Date (or, if made as of a specified date, as of such specified date only): (a) Transferor is a corporation duly organized and validly existing under the laws of Japan and it has the corporate power to enter into this Agreement and to carry out the Demerger.
Representations and Warranties by Transferor. Transferor hereby represents and warrants as of the Effective Date to Transferee that:
Representations and Warranties by Transferor. Transferor makes the following representations and warranties to Transferee as the basis for the undertakings on Transferee ' s part herein contained: (
Representations and Warranties by Transferor. The Transferor hereby makes the following representations and warranties to the Company. The Transferor represents to be true and correct on the date hereof and (except as the Transferor may notify the Company in writing prior to the Closing) shall be deemed made again as of the Closing and represented by the Transferor to be true and correct at the time of the Closing.
(i) Transferor represents and warrants to the Company as follows:
(a) Transferor is a Company duly organized and validly existing under the laws of the State of Delaware. Transferor has full power and authority to own the Assets and conduct its business and, except as set forth in Exhibit 6(A) are owned free and clear without any liens or encumbrances.
(b) The execution, delivery and performance of the Transaction Documents by Transferor, and the consummation of the transactions contemplated hereby, will not with or without the giving of notice of the lapse of time or both,
(i) violate any provision of law, statute, rule or regulation to which Transferor is subject,
(ii) violate any judgment, order, writ or decree to which Transferor is a party or by which it is or may be bound; or
(iii) to the knowledge of Transferor, result in the breach of or conflict with any term, covenant, condition or provision of, or result in the modification or termination of, or constitute a default under or result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the Assets being purchased hereunder, under the corporate charter or by-laws or any other agreement, understanding or instrument to which Transferor is a party or by which it is or may be bound or affected.
(c) All necessary corporate action has been taken by Transferor to authorize the execution, delivery and performance of the Transaction Documents. The Transaction Documents have been duly and validly authorized, executed and delivered by Transferor and constitute the valid and binding obligation of Transferor enforceable against it in accordance with their respective terms.
(d) All consents and approval required for transferring the Assets have been obtained or will be obtained. No consent of any court, governmental agency or other public authority is required as a condition to the enforceability of the Transaction Documents.
(e) Except as set forth herein, there is no action of law, in equity, arbitration proceeding, governmental proceeding or investigation pending, or to Transferor's knowledge threatene...
