Representations and Warranties of the Pledgor and Party C. As of the execution date of this Agreement, the Pledgor and Party C hereby jointly and severally represent and warrant to the Pledgee that:
5.1 The Pledgor is the sole legal and beneficial owner of the Equity Interest.
5.2 The 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, the Pledgor has not placed any security interest or other encumbrance on the Equity Interest.
5.4 The Pledgor and Party C have obtained any and all approvals and consents from the applicable government authorities and third parties (if required) for the 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 the Pledgor and Party C. As of the date of this Agreement, the Pledgor and Party C hereby jointly and severally represent and warrant to the Pledgee as follows:
Representations and Warranties of the Pledgor and Party C. The Pledgor represents and warrants to the Pledgee that:
5.1 The Pledgor has a complete and independent legal status and capacity under the Laws of China, has obtained the appropriate authorization to sign, deliver and perform this Agreement, and can be an independent subject of litigation of one party.
5.2 The Pledgor is the sole legal owner and beneficial owner of the Equity, has the full right and power to Pledge the Equity to the Pledgee in accordance with this Agreement, and also has the right to dispose of the Equity and any part thereof. Except for the separate agreement signed by the Pledgor and the Pledgee, the Pledgor enjoys the legal and complete ownership of the Equity.
5.3 The Pledgee shall have the right to dispose of and transfer the Equity as specified herein.
5.4 Except for the Pledge, the Pledgor does not have any Security Interest or other encumbrances on the Equity, the ownership of the Equity is not subject to any dispute, there is no taxes or fees payable but unpaid in connection with the Equity, and the Equity is not subject to seizure or other legal proceedings or similar threats and may be pledged or transferred in accordance with applicable laws..
5.5 The Pledgor’s execution of this Agreement and exercise of its rights or performance of its obligations hereunder shall not violate or contravene any law, regulation, judgment of any court, decision of any arbitration authority, decision of any administrative authority, any agreement or contract to which the Pledgor is a party or binding on its assets, or any promise made by the Pledgor to any third party.
5.6 All documents, materials, statements and vouchers provided by the Pledgor to the Pledgee are accurate, true, complete and valid, whether provided before the entry into force of this Agreement or provided after the entry into force of this Agreement and during the Pledge Period.
5.7 After this Agreement is duly signed by the Pledgor and becomes effective in accordance with the provisions hereof, it shall constitute a legal, effective and binding obligation to the Pledgor.
5.8 The Pledgor has the full right and authority within the Pledgor to sign and deliver this Agreement and all other documents relating to the transaction described herein and to be signed, and full right and authority to complete the transaction described herein.
5.9 Except for the Equity pledge registration to be applied to the Registration Authority, any third party’s consent, permission, waiver, authorizatio...
Representations and Warranties of the Pledgor and Party C. As of the execution date of this Agreement, the Pledgor and Party C hereby jointly and severally represent and warrant to the Pledgee that:
5.1 The Pledgor is the sole legal and beneficial owner of the Equity Interest. The 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 Each of the Pledgor and Party C has the power, capacity and authority to execute and deliver this Agreement, and to perform it/his obligations under this Agreement. This Agreement constitutes the Pledgor’s and Party C’s legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof.
5.3 Except for the Pledge, the Pledgor has not placed any security interest or other encumbrance on the Equity Interest.
5.4 The Pledgor and Party C have obtained any and all approvals and consents from the applicable government authorities and third parties (if required) for the 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 document 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 the Pledgor and Party C. 5.1 Each Pledgor is the sole legal and beneficial owner of the Equity. Each Pledgor has the right to dispose of and transfer the pledged Equity in the manner provided for in this agreement.
5.2 Other than this Right of Pledge, each Pledgor has not placed any security interest or other encumbrances on the Equity.
5.3 The Pledgors and Party C have obtained the consent and approval of government authorities and third parties (if required) to execute, deliver and perform this agreement.
5.4 The execution, delivery and performance hereof will not: (i) result in violation of any relevant Chinese laws; (ii) conflict with Party C’s articles of association or other organizational documents; (iii) result in violation of or constitute breach of contract under any contract or document to which they are a party or which is binding upon them; (iv) result in any violation of any condition for the grant and/or continued validity of any license or permit issued to either of them; or (v) result in the suspension or revocation of or additional conditions for any license or permit issued to either of them;
Representations and Warranties of the Pledgor and Party C. As of the execution date of this Agreement, the Pledgor and Party C hereby jointly and severally represent and warrant to the Pledgee that:
5.1 The Pledgor is the sole legal and beneficial owner of the Equity Interest.
5.2 The 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, the Pledgor has not placed any security interest or other encumbrance on the Equity Interest.
5.4 The Pledgor and Party C have obtained any and all approvals and consents from the applicable government authorities and third parties (if required) for the execution, delivery and performance of this Agreement.
Representations and Warranties of the Pledgor and Party C. As of the execution date of this Agreement, the Pledgor and Party C hereby jointly and severally represent and warrant to the Pledgee that:
5.1 The Pledgor is the sole legal and beneficial owner of the Equity Interest. The 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 Each of the Pledgor and Party C has the power, capacity and authority to execute and deliver this Agreement, and to perform it/his obligations under this Agreement. This Agreement constitutes the Pledgor’s and Party C’s legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof.
5.3 Except for the Pledge, the Pledgor has not placed any security interest or other encumbrance on the Equity Interest.
5.4 The Pledgor and Party C have obtained any and all approvals and consents from the applicable government authorities and third parties (if required) for the execution, delivery and performance of this Agreement.
Representations and Warranties of the Pledgor and Party C. The Pledgor represents and warrants to the Pledgee as follows:
5.1 The Pledgor is the sole legal and beneficial owner of the Equity, and has lawful, complete and full ownership to the Equity he holds except as otherwise stipulated in any other agreement signed by the Pledgor and the Pledgee.
5.2 The Pledgee is entitled to dispose of and transfer the Equity according to the provisions hereof.
5.3 Except for the Pledge, the Pledgor has not created any security interest or other encumbrance over the Equity, no dispute exists over the ownership to the Equity, and the Equity is not subject to any actual or threatened attachment or other legal procedures, and may be pledged or transferred according to the laws to which it is subject.
5.4 The Pledgor’s execution hereof and exercise of any right or performance of any obligations hereunder will not violate any laws, regulations, any agreement or contract to which the Pledgor is a party, or any covenants made by the Pledgor to any third party.
5.5 All documents, materials, statements and certificates provided by the Pledgor to the Pledgee are accurate, true, complete and valid.
5.6 Party C is a limited liability company organized and validly existing according to China laws who has separate legal personality and full and independent legal status and capacity to execute, deliver and perform this Agreement.
5.7 This Agreement is duly executed by Party C, and constitutes the lawful, valid and binding obligations of Party C.
5.8 Party C has the full internal power and authority to enter into and deliver this Agreement and all other documents relating to the transaction contemplated hereunder, and has the full power and authority to complete such transaction.
5.9 There is no major security interest or other encumbrances over the assets of Party C which may affect the rights and interests of the Pledgee in the Equity, including but not limited to any assignment of Party C’s intellectual property or other asset with a value of not less than RMB 100,000, or any encumbrances on the title or use right of such assets.
5.10 There is no pending or, to the knowledge of Party C, threatened litigation, arbitration or other legal procedure against the Equity, Party C or its assets before any court or arbitral tribunal, or any pending or, to the knowledge of Party C, threatened administrative procedure or penalty of any governmental authority or administrative body against the Equity, Party C or its assets, which may have material ad...
Representations and Warranties of the Pledgor and Party C. Party C hereby represents and warrants to Party A on the effective date of this Agreement that:
5.1 The Pledgor is the only legal owner of the pledged equity;
5.2 The Pledgee has the right to dispose of and transfer the pledged equity in the manner specified in this Agreement;
5.3 In addition to the pledge rights, the Pledgor does not set any other pledge rights on the pledged equity;
5.4 The Pledgor and Party C have obtained the consent and approval (if necessary) of the government authorities and the third parties for the execution, delivery and performance of this Agreement; and
5.5 The execution, delivery and performance of this Agreement will not: (i) violate any applicable Chinese laws; (ii) contravene the articles of association or other constitutional documents of Party C; (iii) result in a breach of any contract or document to which it is a party or is binding on it or constitute a breach of any contract or document to which it is a party or is binding on it. The Pledgor hereby represents and warrants to Party A on the effective date of this Agreement that:
5.1 The Pledgor is the only legal owner of the pledged equity;
5.2 In addition to the pledge rights, the Pledgor has not set any other pledge rights on the pledged equity;
5.3 The Pledgor has obtained the consent and approval (if necessary) of the government authorities and the third parties for the execution, delivery and performance of this Agreement; and
5.4 The execution, delivery and performance of this Agreement will not: (i) violate any applicable Chinese laws; (ii) contravene the articles of association or other constitutional documents of Party C; (iii) result in a breach of any contract or document to which it is a party or is binding on it or constitute a breach of any contract or document to which it is a party or is binding on it.
Representations and Warranties of the Pledgor and Party C. The representations and warranties of the Pledgor to the Pledgee are as follows:
5.1 The Pledgor is a natural person with full capacity for civil conduct and capacity for civil rights, and has the right to execute, deliver and perform this Agreement, and can act as an independent subject of litigation.
5.2 The Pledgor is the legal and beneficial owner of the Equity of Party C, and the Pledgor has the full right and capability to pledge the Equity to the Pledgee in accordance with the provisions of this Agreement, and the Pledgor has the right to dispose of the Equity and any part thereof. Except subject to this Agreement and the Transaction Agreements between the Pledgor and the Pledgee, it has legal and complete ownership of the Equity.
5.3 The Pledgee shall have the right to dispose of and transfer the Equity as specified in this Agreement.
5.4 Except for the Pledge hereunder, the Pledgor does not create any Security Interests or other encumbrance on the Equity, there is no dispute over the ownership of the Equity, there are no subscribed contributions, taxes, fees payable but unpaid in connection with the Equity, the Equity is not subject to any seizure or other legal proceedings or a similar threat and may be used for pledge and transfer under the applicable law.
