Representations and Warranties of HoldCo, OpCo and IPCo. Except as set forth in the disclosure letter, dated as of the date hereof and delivered to Alibaba, Yahoo! and Softbank by HoldCo, OpCo and IPCo in connection with the execution and delivery of this Agreement (the “Disclosure Letter”), each of HoldCo, OpCo and IPCo jointly and severally represents and warrants to Alibaba, Yahoo! and Softbank as of the date hereof as follows:
Representations and Warranties of HoldCo, OpCo and IPCo. To the knowledge of JMY and JT as of the date hereof, the representations and warranties of HoldCo, OpCo and IPCo set forth in Article IV are true and correct.
Representations and Warranties of HoldCo, OpCo and IPCo. Each of HoldCo, OpCo and IPCo jointly and severally represents and warrants to Alibaba, Yahoo and SoftBank as of the date hereof that:
(1) There has been no Event of Default (as defined in the IPCo Promissory Note) under the IPCo Promissory Note;
(2) The Liens created under the Security Documents, and the perfection thereof, are valid security interests and will not be impaired by cancellation of the IPCo Promissory Note and the amendments to the Original Agreement and the other Transaction Documents set forth herein, and such Liens continue unimpaired with the same priority to secure payment of all applicable obligations under the Original Agreement (as amended hereby) and the other Transaction Documents, whether heretofore or hereafter incurred.
(3) Each of HoldCo, OpCo and IPCo has all requisite corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder and under the Original Agreement (as amended hereby). The execution and delivery by each of HoldCo, OpCo and IPCo of this Amendment, and the performance by each of them of their respective obligations hereunder and under the Original Agreement (as amended hereby), have been duly authorized by all requisite corporate action on the part of HoldCo, OpCo and IPCo, respectively. HoldCo, OpCo and IPCo have duly executed this Amendment.
(4) Each of this Amendment, when executed and delivered by HoldCo, OpCo and IPCo, assuming due execution and delivery hereof by each of the other parties hereto, and the Original Agreement (as amended hereby) constitutes valid and binding obligations of HoldCo, OpCo and IPCo enforceable against each of them in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or reorganization.
(5) The execution and delivery of this Amendment and the performance by each of HoldCo, OpCo and IPCo of its respective obligations hereunder and under the Original Agreement (as amended hereby) will not violate or conflict with, or constitute a default or breach (either alone or with the giving of notice and/or the passage of time) under or accelerate or permit the acceleration of the performance required by, or result in or require the creation or imposition of any Lien under, any of the terms or provisions of (i) the Business License and the Articles of Association of HoldCo, OpCo or IPCo or their other organizational or charter documents, (ii) any Contract to which HoldCo, OpCo, IPCo or any of their respecti...
