Representations and Warranties of the Pledgor and the Company Sample Clauses

Representations and Warranties of the Pledgor and the Company. As of the date of this Agreement, the Pledgor and the Company hereby severally represent and warrant to the Pledgee that: 5.1 The Company is a limited liability company duly organized and validly existing under the PRC laws; 5.2 The Pledgor is the sole legal owner of the Equity Interest; 5.3 The Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement; 5.4 Except for the Pledge, the 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 The Pledgor and the Company 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 5.7 The execution, delivery and performance of this Agreement will not: (i) violate any relevant PRC laws; (ii) conflict with the Company’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.
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Representations and Warranties of the Pledgor and the Company. 7.1 The Pledgor and the Company hereby jointly and severally represent and warrant to the Pledgee as follows: (1) They are duly authorized to execute, deliver and perform the Agreement and may act as the subject of litigation independently; (2) All reports, documents and information concerning the Pledgor, the Pledged Equity and all matters as required by the Agreement which are provided by the Pledgor and the Company to the Pledgee before the Agreement comes into effect are true and correct in all material aspects at the time when the Agreement comes into effect; (3) All reports, documents and information concerning the Pledgor, the Pledged Equity and all matters as required by the Agreement which are provided by the Pledgor and the Company to the Pledgee after the Agreement comes into effect are true and correct in all material aspects at the time when they are provided; (4) At the time when the Agreement comes into effect, the Pledgor is the legal owner of the Pledged Equity, without any existing dispute concerning the ownership of the Pledged Equity. The Pledgor has the right to dispose of the Pledged Equity or any part thereof; (5) Except for the security rights on the Pledged Equity hereunder, the rights set under the Transaction Agreements and those disclosed in writing by the Pledgers to the Pledgee, there is no other security rights, third party interest or any other restrictions set on the Pledged Equity. The Pledgor has not transferred or disposed of any Pledged Equity otherwise; (6) The Pledged Equity is capable of being pledged or transferred according to the laws, and the Pledgor has the full right and power to pledge the Pledged Equity to the Pledgee according to the Agreement; (7) The Agreement constitutes the legal, valid and binding obligations on the Pledgor and the Company when it is duly executed by the Pledgor and the Company; (8) Except for the right of first refusal with the same conditions and other rights enjoyed by shareholders of the Company in accordance with the law and the Articles of Association, any consent, permission, waiver or authorization by any third person, or any approval, permission or exemption by any government authority, or any registration (except for registrations required by Article 2.2) or filing formalities (if required by laws) with any government authority to be obtained in respect of the execution and performance hereof and the Equity Pledge hereunder have already been handled or obtained, and will be fu...
Sample 1
Representations and Warranties of the Pledgor and the Company. 6.1 The Pledgor is the sole legal and beneficial owner of the Equity Interest, and no existing or potential dispute regarding the ownership of the Equity Interest exists. The Pledgor has the right to dispose of the Equity Interest or any part thereof, without any restriction from any third parties. 6.2 Except for this Agreement, the Exclusive Option Agreement, the Entrustment Agreement and the Power of Attorney, the Pledgor has not placed any security interest or other encumbrance upon the Equity Interests. 6.3 The Company is a limited liability company duly incorporated and validly existing under the PRC laws and duly registered with the competent market supervision administration authority. 6.4 The Pledgor and the Company have full knowledge of the contents of this Agreement, and their execution and performance of this Agreement are voluntary and true. Pursuant to the reasonable request of the Pledgee, the Pledgor and the Company have taken all necessary actions, obtained all internal authorizations, executed all necessary documents and executed all necessary documents and obtained the consents and approvals (if any) from government authorities and third parties to ensure the legality and validity of the Pledge under this Agreement. 6.5 The execution, delivery and performance of this Agreement will not: (i) result in any violation of any relevant PRC Laws; (ii) be inconsistent with the Company's articles of association or other constitutive documents; (iii) result in any violation of any contract or instrument to which it is a party or by which it is bound or constitute any default under any contract or instrument to which it is a party or by which it is bound; (iv) result in any violation of any condition for the grant and/or continued effectiveness of any license or permit issued to either of the Parties; or (v) result in the termination or revocation of, or imposition of additional conditions to, any license or permit issued to either of the Parties. ​
Sample 1
Representations and Warranties of the Pledgor and the Company. Each of the Pledgor and the Company represent and warrants to the Lender that: (a) It has, and has duly exercised, all requisite power and authority to enter into, execute and deliver this Agreement, to pledge the Collateral for the purposes described in this Agreement, and to carry out the transactions contemplated by this Agreement. (b) The Pledgor is the legal and beneficial owner of all of the Collateral, and the Collateral is not subject to any right or option on the part of any Person, other than the Lender, to purchase or acquire the Collateral or any part thereof. The term "Person" shall mean any individual, partnership, corporation, business trust, joint venture, governmental authority or other entity of any nature whatsoever.
Sample 1
Representations and Warranties of the Pledgor and the Company. 7.1 The Pledgor and the Company hereby represent and warrant to the Pledgee that as of the date of this Agreement: 7.1.1 the Pledgor has the power to execute and perform its obligations under this Agreement and all necessary corporate, quotaholder and other action has been taken to authorize the execution and performance of this Agreement; 7.1.2 there are no options, acquisition rights or any other arrangements for the assignment or acquisition of the Pledged Assets and Rights; 7.1.3 there is no quotaholder agreement or any other agreement prohibiting the pledge or transfer of the Pledged Assets and Rights; 7.1.4 there are no other agreements or any other rights of any sort whatsoever regarding the issuance, acquisition, repurchase, redemption, assignment or rights of first refusal with respect to any of the Pledged Assets and Rights, and which could adversely affect the liens created under this Agreement or the rights herein granted to the Pledgee; and 7.1.5 to the best of the Pledgor’s knowledge, no litigation, arbitration or administrative proceeding are presently in progress which threatens to restrain the Pledgor in respect of the entry into, the performance of or compliance with any of its obligations under this Agreement.
Sample 1

Related to Representations and Warranties of the Pledgor and the Company

  • Representations and Warranties of the Pledgor The Pledgor represents, warrants, and covenants to the Pledgee as follows: (a) the execution, delivery and performance of this Pledge Agreement and the pledging of the Collateral hereunder do not and will not conflict with, result in a violation of, or constitute a default under, any agreement binding upon the Pledgor; (b) the Pledged Shares are and will continue to be owned by the Pledgor free and clear of any liens or rights of any other person except the lien hereunder and under the Loan Agreement in favor of the Pledgee, and the security interest of the Pledgee in the Pledged Shares and the proceeds thereof is and will continue to be prior to and senior to the rights of all others; (c) this Pledge Agreement is the legal, valid, binding and enforceable obligation of the Pledgor in accordance with its terms; (d) the Pledgor shall, from time to time, upon request of the Pledgee, promptly deliver to the Pledgee such stock powers, proxies, and similar documents, satisfactory in form and substance to the Pledgee, with respect to the Collateral as the Pledgee may reasonably request; and (e) subject to the first sentence of section 4(b), the Pledgor shall not, so long as any Liabilities are outstanding, sell, assign, exchange, pledge or otherwise transfer or encumber any of its rights in and to any of the Collateral.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Representations and Warranties of the Company The Company represents and warrants to the Buyer that:

  • Representations and Warranties of the Company and the Guarantors The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

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