Representations and Warranties of Pledgors. Each of the Pledgors hereby represents and warrants to the Pledgee that:
7.1 it has full legal capacity and the lawful right and capability to execute this Agreement and to be bound by the legal obligations under this Agreement.
7.2 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement prior to the effective date of this Agreement are true and accurate in all material aspects as of the effective date of this Agreement.
7.3 all reports, documents and information provided by it to the Pledgee with respect to the Pledgors and all matters required under this Agreement subsequent to the effective date of this Agreement will be true and valid in all material aspects as at the time of such provision.
7.4 it is the sole and legal owner of the respective Pledged Equity Interests as of the effective date of this Agreement and there is no pending dispute with respect to the ownership over the Peldged Equity Interests. It is entitled to dispose of the Pledged Equity Interests or any part thereof.
7.5 save for the encumbrances created pursuant this Agreement and the rights provided under the Transaction Documents, the Pledged Equity Interests are free from any other encumbrances, third party rights or restrictions.
7.6 the Pledged Equity Interests are not prohibited from being pledged or transferred lawfully, and it has full rights and power to pledge the Pledged Equity Interests to the Pledgee.
7.7 this Agreement, upon due execution by it, constitutes its legal and binding obligations, enforceable against it.
7.8 all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement have been obtained or completed and will remain valid in full during the effective term of this Agreement.
7.9 the execution and performance of its obligations under this Agreement will not result in a breach of any agreement to which it is a party or by which it or its assets are bound, or result in a breach of any judgment of any court, any award of any arbitration body, or any decision of any administrative agency to which it is a party.
7.10 the Equity Pledge constitutes a first ranking security over the Pledged Equity Interests.
7.11 all taxes and charges payable ...
Representations and Warranties of Pledgors. 6.1 Pledgors are legally registered shareholders of Target Company and have paid Target Company the full amount of their respective portions of Target Company's registered capital required under Chinese law. Pledgors neither have sold nor will sell to any third party their Share Equity in Target Company.
6.2 Pledgors fully understand the contents of the Service Agreements and have entered into this Agreement voluntarily. The signatories signing this Agreement on behalf of Pledgors have the rights and authorizations to do so.
6.3 All documents, materials and certificates provided by Pledgors to Pledgee hereunder are correct, true, complete and valid.
6.4 When Pledgee exercises its right hereunder in accordance with this Agreement, there shall be no intervention from any other parties.
6.5 Pledgee shall have the right to dispose of and transfer the Pledge Rights in accordance with the provisions hereof.
6.6 Pledgors have not created any mortgage, pledge, secured interests or other form of debt liabilities over the Share Equity other than the Pledge created hereunder.
Representations and Warranties of Pledgors. Pledgor represents and warrants to Pledgee, and covenants to Pledgee, that:
(a) Exhibit A sets forth (i) the authorized capital stock and other equity interests of each Pledge Entity, (ii) the number of shares of capital stock and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock and other equity interests of each Pledge Entity held by such Pledgor. Such Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Interests of such Pledgor, and such shares are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of Pledgee created by this Agreement (other than Liens in favor of Oxford Finance LLC, which shall be released on the Closing Date) and Permitted Liens;
(b) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Interests or any of the other Pledged Collateral;
(c) This Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought;
(d) The Pledged Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Interests listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities;
(e) No consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of any Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) The execution, delivery and performance of this Agreement will not violate, in any material respect, any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to any Pledgor, or of the articles or certificate of incorporation, c...
Representations and Warranties of Pledgors. 5.1 出质人是股权唯一的合法所有人。 Pledgors are the sole legal and beneficial owner of the Equity Interest.
Representations and Warranties of Pledgors. 5.1 Pledgors are the sole legal and beneficial owners 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 Upon execution, this Agreement shall constitute the Pledgors’s legal, valid and binding obligations in accordance with the provisions herein.
5.4 Except for the Pledge, Pledgors have not placed any security interest or other encumbrance on the Equity Interest.
5.5 There is no pending disputes or litigation proceeding related to the Equity Interest.
Representations and Warranties of Pledgors. 6.1 The Pledgee shall have the right to exercise, dispose of or transfer the Pledgee’s Rights in accordance with the provisions of this Agreement.
6.2 Each of the Pledgors severally and jointly represents, warrants and covenants to the Pledgee that:
6.2.1 he or she has full power to execute this Agreement and perform the obligations hereunder; he or she has granted his or her representative the authority to execute this Agreement on his/her behalf. The provisions of this Agreement shall be legally binding on him or her from the effective date of this Agreement.
6.2.2 he or she is the legal owner of the Pledged Equity Interests and is entitled to pledge the Pledged Equity Interests in favor of the Pledgee; there will be no legal or factual obstacle on the Pledgee’s exercise of the Pledgee’s Rights in future.
6.2.3 Shanghai Kuanyu is a limited liability company duly incorporated and validly existing under the laws of China, which is officially registered with the competent industrial and commercial administration authority passing its annual surveys for all past years. The registered capital of Shanghai Kuanyu is RMB21,000,000, all of which has been duly paid.
6.2.4 the execution, delivery and performance of this Agreement:
(a) will not be in conflict with, or result in a breach of any provision of the following documents, from time to time or after receipt of relevant notice: (i) Shanghai Kuanyu’s business license, articles of association, permit, governmental approval of its incorporation, agreements in connection with its incorporation or other constitutional documents, (ii) any other laws and regulations by which it is bound; (iii) any contract or other documents to which the Pledgors or Shanghai Kuanyu is a party or by which it or its assets are bound;
(b) will not cause any pledge or other encumbrances to be created by it or any third party over the assets of Shanghai Kuanyu;
(c) will not cause any provisions of any contract or other documents to which Pledgors or Shanghai Kuanyu is a party, or by which it or its assets are bound, to be terminated or amended by it or any third party; and
(d) will not cause the suspension, revocation, damages, confiscation or expiration without extension of any applicable governmental approval, permit, registration, etc..
6.2.5 save for the Equity Pledge of the Pledgors under the Equity Pledge Agreement, there are no other mortgage, pledge or other securities, right of priority, legal mortgage, property preservation, se...
Representations and Warranties of Pledgors. 6.1 Pledgors are legally registered shareholders of Fuhua and have paid Fuhua the full amount of their respective portions of Fuhua's registered capital required under Chinese law. Pledgors neither have sold nor will sell to any third party their Share Equity in Fuhua.
Representations and Warranties of Pledgors. 5.1 Pledgors are 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, Pledgors have not placed any security interest or other encumbrance on the Equity Interest.
Representations and Warranties of Pledgors. 5.1 出质人是股份唯一的合法所有人。 Pledgors are the sole legal and beneficial owners of the Shares.
5.2 出质人有权以本协议规定的方式处分并转让股份。 Pledgors have the right to dispose of and transfer the Shares in accordance with the provisions set forth in this Agreement.
5.3 本合同一经签署即构成对出质人合法有效并具约束力的义务。 Upon execution, this Agreement constitutes the Pledgors’ legal, valid and binding obligations in accordance with the provisions herein.
5.4 除本质权之外，出质人未在股份上设置任何其他质押权利或其他担保权益。 Except for the Pledge, Pledgors have not placed any security interest or other encumbrance on the Shares.
5.5 不存在与股份相关的未决的争议或诉讼。 There is no pending disputation or litigation proceeding related to the Shares.
Representations and Warranties of Pledgors. As of the date of this Agreement, Pledgor and Party C hereby severally but not jointly represent and warrant to Pledgee that:
