Representations and Warranties of Pledgor and Party C. As of the execution date of this Agreement, Pledgor and Party C hereby jointly and severally represent and warrant to Pledgee that:
5.1 Pledgor is the sole legal and beneficial owner of the Equity Interest.
5.2 Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.
5.3 Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.
5.4 Pledgor and Party C have obtained any and all approvals and consents from applicable government authorities and third parties (if required) for execution, delivery and performance of this Agreement.
5.5 The execution, delivery and performance of this Agreement will not: (i) violate any relevant PRC laws; (ii) conflict with Party C’s articles of association or other constitutional documents; (iii) result in any breach of or constitute any default under any contract or instrument to which it is a party or by which it is otherwise bound; (iv) result in any violation of any condition for the grant and/or maintenance of any permit or approval granted to any Party; or (v) cause any permit or approval granted to any Party to be suspended, cancelled or attached with additional conditions.
Representations and Warranties of Pledgor and Party C. Pledgor represents and warrants to Pledgee that:
5.1 Pledgor is the sole legal and beneficial owner of the Equity, and except for being subject to the agreement otherwise entered into by and between Pledgor and Pledgee, it has legal, complete and full ownership to and in the Equity.
5.2 Pledgee shall be entitled to dispose the Equity in accordance with this Agreement.
5.3 Except for the Pledge and the agreement otherwise entered into by and between Pledgor and Pledgee, Pledgor has not created any security interest or other encumbrance over the Equity, and the Equity has no dispute over its ownership, is not subject to any detention or other legal proceeding or has similar threat, and may be pledged and transferred pursuant to applicable laws.
5.4 The execution of this Agreement and exercise of its rights hereunder or performance of its obligations hereunder by Pledgor will not violate any law, regulation, any agreement or contract to which Pledgor is a party, or any undertaking made by Pledgor to any third party.
5.5 All documents, materials, statements and certificates etc., if any, provided to Pledgee by Pledgor are accurate, authentic, complete and valid. Party C represents and warrants to Pledgee that:
5.6 It is a limited liability company duly registered and lawfully existing under the PRC Laws with independent legal personality, and has full and independent legal status and capacity to execute, deliver and perform this Agreement.
5.7 This Agreement, upon duly execution by it, constitutes its legal, valid and binding obligations.
5.8 It has full internal right and authorization to execute and deliver this Agreement and all other documents related to the transactions contemplated hereby as well as full right and authorization to consummate the transactions contemplated hereby.
5.9 With respect to its assets, there is no security interest or other encumbrance which may materially affect the right and interest of Pledgee in and to the Equity, including but not limited to transfer of any intellectual property right or asset with a value of over CNY100,000 of Party C, or any title or use encumbrance over such assets.
5.10 There is no pending or to the knowledge of Party C threatened litigation, arbitration or other legal proceeding against the Equity, Party C or its assets in any court or arbitral tribunal which has not been disclosed to Party A and Party B, and there is no pending or to the knowledge of Party C threatened administrative proceeding or admi...
Representations and Warranties of Pledgor and Party C. 出质人和丙方特此在本协议签署之日向甲方共同及分别陈述和保证如下： As of the execution date of this Agreement, Pledgor and Party C hereby jointly and severally represent and warrant to Pledgee that:
Representations and Warranties of Pledgor and Party C. As of the execution date of this Agreement, Pledgor and Party C hereby jointly and severally represent and warrant to Pledgee that:
5.1 Pledgor is the sole legal and beneficial owner of the Equity Interest.
5.2 Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.
5.3 Pledgor and Party C each have full power, capacity and authority to execute and deliver this Agreement, and to perform their obligations hereunder. Once executed, this Agreement constitutes the legal, valid and binding obligation of Pledgor and Party C, enforceable against them in accordance with its terms.
5.4 Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.
5.5 Pledgor and Party C have obtained any and all approvals and consents from government authorities and third parties (if required) for execution, delivery and performance of this Agreement.
5.6 The execution, delivery and performance of this Agreement will not: (1) violate any applicable PRC laws; (2) be inconsistent with Party C’s articles of association, bylaws or other organizational documents; (3) cause the violation of any contract or instrument to which it is a party or which is binding on it, or constitute any breach under any contract or instrument to which it is a party or which is binding on it; (4) cause any violation of any condition for the grant and/or continued effectiveness of any license or permit issued to either of them; or (5) cause the suspension, revocation or imposition of additional conditions to any license or permit issued to either of them.
Representations and Warranties of Pledgor and Party C. As of the execution date of this Agreement, Pledgor and Party C hereby jointly and severally represent and warrant to Pledgee that:
5.1 Pledgor is the sole legal and beneficial owner of the Equity Interest.
5.2 Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.
Representations and Warranties of Pledgor and Party C. The Pledgor Represent and Warrant to the Pledgee that:
5.1 Pledgor is the sole legal and beneficial owners of the Equity Interest. Except for being subject to other agreements entered into by the Pledgor and the Pledgee, the Pledgor enjoys legal and complete ownership of the Equity Interest.
5.2 Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.
5.3 Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest. There are no controversies over the ownership of the Equity Interest. The Equity Interest is not seized or subject to any other legal proceedings or similar threats, and is good for transfer and pledging according to applicable laws.
5.4 The Pledgor’s execution of this Agreement and exercise of its rights under this Agreement (or fulfillment of its obligations under this Agreement) will not breach any laws, regulations, and agreements or contracts to which the Pledgor is a party, or any promise the Pledgor has made to any third parties.
5.5 All documents, materials, statements and certificates provided by the Pledgor to the Pledgee are accurate, true, complete and valid.
Representations and Warranties of Pledgor and Party C. 4.1 The Pledgor is the sole legal and beneficial owner of the Equity Interest.
4.2 The Equity Interest has no encumbrances and/or third-party rights (except those arising hereunder).
4.3 The Pledgor is authorized to sign and perform all obligations under this Agreement (including dispose of or transfer of the Equity Interest in any way).
4.4 The Pledgor and Party C respectively guarantee the terms of this Agreement and their obligations to fulfill under this Agreement do not conflict with the Articles of Association and the relevant laws and regulations.
Representations and Warranties of Pledgor and Party C. The Pledgor and Party C hereby jointly and separately state and guarantee the following to Party A on the date of signing of this Agreement as follows
5.1 Pledgor is the sole legal and beneficial owner of the Equity Interest. Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.
5.2 Both the Pledgor and Party C shall hnve all the powers, capabilities and authorizations to sign and deliver this Agreement and perform their obligations under this Agreement. Once this Agreement is signed, it constitutes a legal, effective and binding obligation for the pledgee and party C, and can be enforced according to its terms.
5.3 Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.
5.4 Pledgor and Party C have obtained the consent and approval of the government department and third party for the signing, delivery and performance of this Agreement (if required).
5.5 The signing, delivery and performance of this Agreement shall not: (i) lead to violation of any relevant PRC laws; (ii) conflict with Party C’s articles of association or other organizational documents; (iii) cause violation of whether it is a party or binding on it Any contract or document that constitutes a force, or constitutes a breach of contract under any contract or document that is a party or binding on it; (iv) resulting in a violation of any license or approved grant to any party and / or continued validity Any conditions of; or (v) cause any license or approval issued to any party to be suspended or revoked or conditional
Representations and Warranties of Pledgor and Party C. 出质人和丙方特此在本协议签署之日向甲方共同及分别陈述和保证如下: As of the execution date of this Agreement, Pledgor and Party C hereby jointly and severally represent and warrant to Pledgee that:
5.1 出质人是质押股权唯一的合法所有人。 Pledgor is the sole legal and beneficial owner of the Equity Interest.
5.2 质权人有权以本协议规定的方式处分并转让质押股权。 Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.
5.3 除本质权之外，出质人未在质押股权上设置任何其他质押权利或其他担保权益。 Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.
5.4 出质人和丙方已经取得政府部门和第三方的同意及批准（若需）以签署，交付和履行本协议。 Pledgor and Party C have obtained any and all approvals and consents from applicable government authorities and third parties (if required) for execution, delivery and performance of this Agreement.
5.5 本协议的签署、交付和履行均不会:(i)导致违反任何有关的中国法律；(ii)与丙方章程或其他组织文件相抵触；(iii)导致违反其是一方或对其有约束力的任何合同或文件，或构成其是一方或对其有约束力的任何合同或文件项下的违约；(iv)导致违反有关向任何一方颁发的任何许可或批准的授予和(或)继续有效的任何条件；或(v)导致向任何一方颁发的任何许可或批准中止或被撤销或附加条件。 The execution, delivery and performance of this Agreement will not: (i) violate any relevant PRC laws; (ii) conflict with Party C’s articles of association or other constitutional documents; (iii) result in any breach of or constitute any default under any contract or instrument to which it is a party or by which it is otherwise bound; (iv) result in any violation of any condition for the grant and/or maintenance of any permit or approval granted to any Party; or (v) cause any permit or approval granted to any Party to be suspended, cancelled or attached with additional conditions.
Representations and Warranties of Pledgor and Party C. As of the execution date of this Agreement, Pledgor and Party C hereby severally represent and warrant to Party A that:
