Representations and Warranties of the Acquirer. The Acquirer hereby represents and warrants to the Company as follows:
Representations and Warranties of the Acquirer. The Acquirer represents and warrants, to and for the benefit of the Company, as follows:
Representations and Warranties of the Acquirer. The Acquirer hereby represents and warrants to the Contributor that:
Representations and Warranties of the Acquirer. The Acquirer hereby represents and warrants to the Company that:
4.1. Acquirer has been duly organised and validly exists under the laws of the State of Nevada of the United States of America and has the right to execute the transaction contemplated hereby.
4.2. The performance of this Agreement and of the obligations set forth herein have been duly authorized by the Acquirer and shall not result in violation of any law, or any contract to which the Acquirer is a party, or any judgment of any court, or any permit or approval of any governmental agency.
4.3. This Agreement constitutes a valid and legally binding obligation of the Acquirer, enforceable in accordance with its terms.
Representations and Warranties of the Acquirer. The Acquirer represents and warrants to the Target Shareholder (and acknowledges that the Target Shareholder is relying on these representations and warranties in completing the transactions contemplated hereby and by the Merger Agreement) that it is a company incorporated and validly existing under the laws of British Virgin Islands and has all necessary corporate power, authority and capacity to enter into this Agreement and the Merger Agreement and to carry out its obligations under this Agreement and the Merger Agreement. The execution and delivery of this Agreement and the Merger Agreement and the consummation of the transactions contemplated by this Agreement and the Merger Agreement have been duly authorized by all necessary corporate action on the part of the Acquirer. This Agreement constitutes a valid and binding obligation of the Acquirer enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.
Representations and Warranties of the Acquirer. The Acquirer hereby represents and warrants to the Parent, as of the Effective Date or at such time as is otherwise specified in this Section 5, as follows:
Representations and Warranties of the Acquirer. The Acquirer hereby represents and warrants to the Stockholder as follows:
(a) The Acquirer is duly organized and in good standing under the laws of its jurisdiction of organization and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Acquirer is duly qualified as a foreign corporation to do business in every jurisdiction other than those in which the failure to so qualify would not have a material adverse effect on the business, operations or financial condition of the Acquirer.
(b) The Acquirer has the requisite corporate power and authority to enter into and perform this Agreement, and this Agreement constitutes a valid and binding obligation of the Acquirer enforceable against the Acquirer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors' rights and remedies or by other equitable principles of law.
(c) The execution, delivery and performance of this Agreement by the Acquirer do not and will not (i) result in a violation of the Acquirer's certificate of incorporation, as amended, or by-laws, as amended, or (ii) conflict with, or constitute a default under, any agreement, indenture or instrument to which the Acquirer is a party (except for such conflicts or defaults as would not, individually or in the aggregate, have a material adverse effect on the business, operations or financial condition of the Acquirer).
Representations and Warranties of the Acquirer. The Acquirer hereby represents and warrants to the Sellers as of the date hereof and as of the Closing Date as follows:
Representations and Warranties of the Acquirer. The Acquirer hereby represents and warrants to the Transferor as follows:
(1) The Acquirer is a limited liability company duly organized under the laws of People’s Republic of China;
(2) The Acquirer shall pay the Acquisition Consideration in time in accordance with the provisions herein and perform its obligations as specified herein.
(3) The Acquirer shall legally use the authorized intangible assets of “Xieheng” within the authorized period, and shall use its best efforts to maintain and promote the brand value.
Representations and Warranties of the Acquirer. 24 ARTICLE 6 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRER................................... 26 ARTICLE 7 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS AND OWNERS............................. 28 ARTICLE 8
