Representations and Warranties of Party C. Party C represents and warrants to Party A that:
4.2.1 it has the power and right to sign, deliver, and perform its obligations under this Agreement, and said documents shall constitute its legal, valid, and binding obligations enforceable in accordance with their terms;
4.2.2 the execution and delivery, of this Agreement or any other contracts, and the performance of its obligations thereunder, will not violate PRC law, conflict with its Articles of Association or other constituent documents, breach or result in a default of any contract or instrument to which it is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon;
4.2.3 it is the lawful owner of its assets, and has not created any Security Interest over such assets;
4.2.4 it does not have any outstanding debts other than those incurred in the ordinary course of business and which have been disclosed to Party A;
4.2.5 it will comply with all PRC law applicable to the acquisition of assets; and
4.2.6 there is no existing, pending or threatened litigation, arbitration, or administrative proceedings relating to the Equity Interest, its assets, or itself.
Representations and Warranties of Party C. 1. Party C hereby represents as follows:
Representations and Warranties of Party C. Party C guarantees and ensures Party A as follows,
7.1 Party C is a registered legal person duly organized and existing under the laws of the People’s Republic of China, and has the qualification as independent legal person; has the complete and independent legal status and legal capacity to sign, deliver and perform this contract, and is a independent subject of litigation.
7.2 All the reports documents and information of items relevant to equity pledge or required hereof, provided by Party C prior to the commencement of this Agreement, in all material respects as of the date of this Agreement, are true and accurate.
7.3 All the reports documents and information of items relevant to equity pledge or required hereof, provided by Party C after the commencement of this Agreement, in all material respects as of the date of providing, are true and effective.
7.4 This Agreement properly signed by Party C, to Party C will constitute legal, valid and binding obligations.
7.5 It has full power and authority of Party C to sign and deliver this Agreement and any hereof transaction relating documents to sign, and it has the full power and authorization to complete the transaction hereof.
7.6 There exists no pending or threatening litigation, legal proceedings or claim to Party C or its assets (including but not limited to equity pledged) in any court or tribunal as well in any government institutions and administration, which will cause significant or harmful effect on the financial condition of Party C or the ability of performing the obligations and the guarantee liabilities hereunder.
7.7 Party C hereby undertakes to Party A that the representations and warranties above in any situation prior to the full performance of the obligations hereof or the clearance of the secured debt, are all true and correct, and will be fully complied with.
Representations and Warranties of Party C. 丙方特此向甲方作出如下声明和保证： Party C represents and warrants to Party A as follows:
Representations and Warranties of Party C. Party C further represents and warrants to Party A and Party B that:
4.3.1 it is qualified to enter into this Agreement as granted or permitted by PRC law;
4.3.2 it has the capability to independently perform the terms of this Agreement;
4.3.3 it shall pay the amounts hereunder in accordance with the condition, timetable and manner as stipulated in this Agreement;
4.3.4 it shall disclose to Party A and Party B any pending litigation, third party claim, order or investigation, external guarantee and any other procedure brought or raised by any third party, court, government or arbitration body against Party C or its Affiliate in relation to the Assets or the Business which may affect the performance of this Agreement.
Representations and Warranties of Party C. 6.1. The legal status and capability of Party C. Party C has full and independent legal status and legal capacity to enter into and to consummate the transactions contemplated by this Agreement. It can act as an independent party in a legal proceeding. The execution, delivery and performance by Part C of this Agreement do not and will not: (i) conflict with or violate any provision of any agreement or other instrument to which Party C is a party or by which any property or asset of Party C is bound or affected and (ii) conflict with or result in a violation of any law, rule, regulation, order of any governmental authority to which Party C is subject.
Representations and Warranties of Party C. Party C hereby represents and warrants to Party A and to Party B as follows:
18.3.1 Party C is a wholly state-owned limited liability company which is duly organized and validly exists as a legal person under the laws of the PRC.
Representations and Warranties of Party C. 在甲方执行购买选择权，收购丙方所有股权之前，丙方： Prior to Party A or a designated party executes the right and option to purchase all equity interest and assets of Party C, Party C represents and warrants to Party A as follows:
1. 不得出售、转让、抵押、或以其他方法处置丙方经营收益或与其收入有关的其他任何合法利益（除非这些出售、转让、抵押、处置已经告知甲方并经甲方书面同意）；
1. not to sell, transfer, pledge or otherwise dispose of any legal benefits of Party C to any third party (unless such sale, transfer, pledge ot disposal are with written consent of Party A);
2. 不得涉入任何可能对其资产、负债、经营、股东权益、或其他合法权利产生重大影响的交易（除非这些交易已经告知甲方并经甲方书面同意）；
2. not to involve in any transaction which might influence the assets, debt, operation, equity interest of holders and other legal interests of Party C (unless such transaction are with written consent of Party A);
3. 不得以任何形式对其股东分配任何股利。
Representations and Warranties of Party C. 6.1. Party C agrees to the related arrangement of the workforce and business transfer under this Agreement and warranties that: after the completion of the transfer of the workforce and business and matters provided under Article 4.2 of the Agreement, Party C shall pass a shareholder meeting resolution on the liquidation and cancellation pursuant to the articles of associations of Party A and related PRC laws and regulations.
6.2. Within 30 days after the Effective Date, Xxx Xxxx shall enter into a four-year long employment contract with Party B, according to which Xxx Xxxx shall enjoy the same benefits and related incentive mechanisms as that of the general manager of business centers of Party B, and be subject to the management of Party B. During the performance of the employment contract or within four years after the completion or dismissal of the contract, unless permitted by Party B in writing, Party C shall not directly or indirectly invest in, operate, manage or be employed by any individuals or entities competing with the business (mainly advertising) of Party B.
6.3. If Party A is liquidated and cancelled according to Article 6.1 before the full payment of the installment as provided in Article 3.1, Party C shall make efforts to help Party B to perform matters under Article 3.2 of the Agreement.
6.4. Zhixun Dai and Xxxxxxxx Xx of Party C shall exit the management team after the completion of the transfer of workforce and business, without entering into employment contracts. They warrant not to invest and participate in any business competing with that of Party B within four years.
Representations and Warranties of Party C. (a) Without prior written consent of Party A, Party C shall not in any manner supplement, change, or amend the articles of association of Party C, increase or decrease or otherwise change its registered capital;
(b) Party C shall maintain its corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs, so as to maintain the asset value of Party C and refrain from any act that may affect Party C’s operating status and asset value;
(c) Without the prior written consent of Party A, Party C shall not at any time beyond its normal operation sell, transfer, mortgage, pledge or otherwise dispose of any assets, business, revenue and beneficial interest of Party C;
(d) Without the prior written consent of Party A, Party C shall not incur or inherit any debt, except for the debts incurred in the ordinary course of business other than through loans and the debts disclosed to Party A for which Party A’s written consent has been obtained;
(e) Without the prior written consent of Party A, Party C shall not sign any major contract (The term “major contract” as used in this clause refers to a contract with a single price exceeding RMB 30,0000 or (if the single contract amount is small) a contract with the total price relating to the same counterparty or its affiliates exceeding RMB 10,0000);
(f) Without the prior written consent of Party A, Party C shall not provide any person with any loan or credit;
(g) Party C shall provide Party A with information on Party C’s business operations and financial condition at the request of Party A;
(h) Without the prior written consent of Party A, Party C shall not cooperate or consolidate with any third party, establish or acquire any third party through foreign investment;
(i) Party C shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C’s assets, business or revenue;
(j) Without the prior written consent of Party A, Party C shall not distribute dividends to its shareholders in any manner;
(k) At the request of Party A, Party C shall appoint any natural person who meets the statutory conditions and who is recommended by Party A as a director of Party C.
