Common use of Representations and Warranties of Pledgor and Party C Clause in Contracts

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.

Appears in 4 contracts

Samples: Equity Interest Pledge Agreement (Baijiayun Group LTD), Equity Interest Pledge Agreement (Baijiayun Group LTD), Equity Interest Pledge Agreement (Baijiayun Group LTD)

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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 Party A that: 5.1 Party C is a limited liability company duly organized and validly existing under the laws of the PRC; 5.2 Pledgor is the sole legal and beneficial owner of the Equity Interest.; 5.2 5.3 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 They have the power, capacity and authority to execute and deliver this Agreement and to perform their obligations hereunder. This Agreement, when executed, will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof; 5.6 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.; and 5.6 5.7 The execution, delivery and performance of this Agreement will not: (1i) violate any applicable relevant PRC laws; (2ii) be inconsistent conflict with Party C’s articles of association, bylaws association or other organizational constitutional documents; (3iii) cause the violation result in any breach of any contract or instrument to which it is a party or which is binding on it, or constitute any breach default under any contract or instrument to which it is a party or by which it is binding on itotherwise bound; (4iv) cause result in any violation of any condition for the grant and/or continued effectiveness maintenance of any license permit or permit issued approval granted to either of themany Party; or (5v) cause the suspension, revocation any permit or imposition of additional conditions approval granted to any license Party to be suspended, cancelled or permit issued to either of themattached with additional conditions.

Appears in 3 contracts

Samples: Equity Interest Pledge Agreement (KE Holdings Inc.), Equity Interest Pledge Agreement (KE Holdings Inc.), Equity Interest Pledge Agreement (Bitauto Holdings LTD)

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 Party A that: 5.1 Party C is a limited liability company duly organized and validly existing under the laws of the PRC; 5.2 Pledgor is the sole legal and beneficial owner of the Equity Interest.; 5.2 5.3 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 They have the power, capacity and authority to execute and deliver this Agreement and to perform their obligations hereunder. This Agreement, when executed, will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof; 5.6 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.; and 5.6 5.7 The execution, delivery and performance of this Agreement will not: (1i) violate any applicable relevant PRC laws; (2ii) be inconsistent conflict with Party C’s articles of association, bylaws association or other organizational constitutional documents; (3iii) cause the violation result in any breach of any contract or instrument to which it is a party or which is binding on it, or constitute any breach default under any contract or instrument to which it is a party or by which it is binding on itotherwise bound; (4iv) cause result in any violation of any condition for the grant and/or continued effectiveness maintenance of any license permit or permit issued approval granted to either of themany Party; or (5v) cause the suspension, revocation any permit or imposition of additional conditions approval granted to any license Party to be suspended, cancelled or permit issued to either of themattached with additional conditions.

Appears in 2 contracts

Samples: Equity Interest Pledge Agreement (ICZOOM Group Inc.), Equity Interest Pledge Agreement (China Online Education Group)

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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 Party A that:: ​ 5.1 Party C is a limited liability company duly organized and validly existing under the laws of the PRC; 5.2 Pledgor is the sole legal and beneficial owner of the Equity Interest.; 5.2 5.3 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 They have the power, capacity and authority to execute and deliver this Agreement and to perform their obligations hereunder. This Agreement, when executed, will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof; ​ 5.6 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.; and ​ ​ ​ 5.6 5.7 The execution, delivery and performance of this Agreement will not: (1i) violate any applicable relevant PRC laws; (2ii) be inconsistent conflict with Party C’s articles of association, bylaws association or other organizational constitutional documents; (3iii) cause the violation result in any breach of any contract or instrument to which it is a party or which is binding on it, or constitute any breach default under any contract or instrument to which it is a party or by which it is binding on itotherwise bound; (4iv) cause result in any violation of any condition for the grant and/or continued effectiveness maintenance of any license permit or permit issued approval granted to either of themany Party; or (5v) cause the suspension, revocation any permit or imposition of additional conditions approval granted to any license Party to be suspended, cancelled or permit issued to either of them.attached with additional conditions. ​

Appears in 1 contract

Samples: Equity Interest Pledge Agreement (KE Holdings Inc.)

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