Representations and Warranties of the Pledgors. The Pledgors hereby represent and warrant to the Pledgee as follows:
7.1 The Pledgors are Chinese citizens, with legitimate rights and capacity to sign the Agreement and to assume legal obligations in accordance with the Agreement.
7.2 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement prior to the effectiveness of the Agreement are true and accurate in all material aspects when the Agreement becomes effective.
7.3 All reports, documents and information relating to the Pledgors and provided by the Pledgors to the Pledgee pursuant to the Agreement after the effectiveness of the Agreement are true and accurate in all material aspects at the time of provision.
7.4 When the Agreement becomes effective, the Pledgors are the sole legitimate owners of the Pledged Shares and there is no existing dispute over the ownership of the Pledged Shares. The Pledgors have the right to dispose of all or any part of the Pledged Shares.
7.5 Save for the security interests encumbered on the Pledged Shares in accordance with the Agreement and the Transaction Agreements, the Pledged Shares are not subject to any other security interests or third-party interests.
7.6 The Pledged Shares may be legitimately pledged and transferred, and the Pledgors have the requisite rights and powers to pledge the Pledged Shares to the Pledgee in accordance with the Agreement.
7.7 Once duly signed by the Pledgors, the Agreement shall constitute legal, valid and binding obligations on the Pledgors.
7.8 Any consent, approval, waiver, authorization of any third party or any permission, approval, waiver of any government authority or any registration or filing formalities required for execution and performance of the Agreement and the Equity Pledge hereunder have been obtained or completed (the registration of the Equity Pledge with the relevant administration for industry and commerce shall be initiated immediately upon the execution of the Agreement) and will remain in full force and effect within the valid term of the Agreement.
7.9 The execution and performance of the Agreement by the Pledgors will not violate or contradict any applicable law, any agreement to which they are parties or binding upon their assets, any court judgement, any arbitral award or any administrative decision.
7.10 The pledge under the Agreement shall constitute the security interest of first priority over the Pledged Shares.
7.11 All taxes and...
Representations and Warranties of the Pledgors. Upon the execution of this Agreement, the Pledgors make to the Pledgee the following representations and warranties and confirm that this Agreement is signed and performed by the Pledgee by them in reliance of such representations and warranties:
5.1 The Pledgors lawfully hold the Equity hereunder and have the right to use such Equity to provide pledge security to the Pledgee.
5.2 After this Agreement is executed, during the period when the Pledgee has the Pledge Rights subject to Section 2.4 above, when the Pledgee exercises, at any time, its rights or has the Pledge Rights realized pursuant to this Agreement, there shall be no lawful claim or proper intervention from or by any third party.
5.3 The Pledgee shall have the right to exercise the Pledge Rights as per the method described herein or otherwise permitted by the laws and regulations.
5.4 The Pledgors have obtained all necessary corporate authorization to sign this Agreement and perform its obligations hereunder, which does not violate any provisions of any applicable laws and regulations. The authorized representative signatories of this Agreement have obtained legal and effective authorization.
5.5 There is no encumbrance or security interest of any nature for any third person (including but not limited to pledge) except for the pledge hereunder in connection with the Equity held by the Pledgors.
5.6 There are no pending or threatened civil, administrative or criminal proceedings, administrative punishment or arbitration in connection with the Equity.
5.7 There are no tax or fee due but unpaid, or legal procedures or formalities that should have been completed but have not been completed, in connection with the Equity.
5.8 Any and all provisions hereof are the expression of the Pledgors’ true intention and are binding upon the Pledgors.
Representations and Warranties of the Pledgors. Each Pledgor severally (but not jointly) represents and warrants to the Pledgee as follows:
5.1 Except for those circumstances disclosed to the Pledgee, it/he is the sole legal and beneficial owner of the Equity and has legal, full and complete ownership to the Equity, subject to any agreement entered into between it/he and the Pledgee.
5.2 It/he has the power to enter into this Contract and to perform obligations hereunder; the terms of this Contract has legal binding force upon it/him as from the effective date of this Contract.
5.3 It/he shall have the right to dispose of and transfer its Equity according to the terms hereof.
5.4 Except for the Pledge hereof, it/he has not created any security interest or other encumbrances over its/his Equity, the ownership to the Equity is free of any actual or threatened dispute, lien or other procedural restrictions, and may be pledged and transferred according to the applicable laws.
5.5 The execution hereof, exercise any right hereunder and performance of any obligation hereunder by the Pledgor will not violate any laws, regulations, or any agreement or contract to which the Pledgor is a party, or any commitment made by the Pledgor to any third party.
5.6 All documents, information, statements and certificates (if applicable) provided by the Pledgor to the Pledgee are accurate, true, complete and valid.
5.7 The Pledgor warrants to the Pledgee that it has made all proper arrangements and executed all necessary documents to ensure that performance of this Contract will not be affected or prevented by its/his heir, guardian, successor in title, creditor, spouse or other person that may acquire its/his Equity or relevant right when it/he dies, is dissolved, becomes incapacitated, goes into bankruptcy, is divorced, or has other circumstance that may affect exercise of Equity.
5.8 Each Pledgor severally but not jointly warrants to the Pledgee that the above representations and warranties shall be true and correct and will be complied with before the contractual obligations are fully performed or the secured debts are completed satisfied.
5.9 Party C is a limited liability company duly incorporated and validly existing according to the laws of China, who has separate legal personality and full and independent legal status and capacity to execute, deliver and perform this Contract.
5.10 This Contract has been duly signed by Party C, and constitutes legal, valid and binding obligations of Party C.
5.11 Party C has full int...
Representations and Warranties of the Pledgors. 5.1 The Pledgors are the legal owners of Pledged Equity Interests.
5.2 Once the Pledgee intends to exercise the rights of the Pledgee under this Agreement anytime, it shall be protected from any interference from any other party.
5.3 The Pledgee has the right to dispose of or transfer the Pledge Right in the way as described hereunder.
5.4 Neither of the Pledgors has ever created any other pledge right or any other third party right over the equity interests except towards the Pledgee.
Representations and Warranties of the Pledgors. In signing the Agreement, the Pledgors represent and warrant to the Pledgee as follows, and acknowledge that the Pledgee is executing and performing the Agreement in reliance on such representations and warranties:
5.1 The Pledgors legally hold the equity under the Agreement and have the right to pledge such equity to the Pledgee as a guarantee.
5.2 The execution and performance of the Agreement by each Pledgor will not violate and will not be inconsistent with any and all applicable laws in force, any judgment made by any court, any award by any arbitration body, any decision of any administrative body, any agreement to which it is a party or by which it is bound with respect to its assets.
5.3 The Pledgors have obtained all necessary corporate authorizations to execute the Agreement and to perform its obligations hereunder and they have not violated any applicable laws or regulations. The authorized representatives to sign the Agreement have been legally and validly authorized to do so.
5.4 Except for the pledge hereunder or otherwise agreed in each agreement, the equity held by the Pledgors is not subject to any other encumbrances or third-party security interests of any kind (including but not limited to pledge).
5.5 There are no civil, administrative or criminal proceedings, administrative penalties or arbitrations in progress related to the equity.
5.6 There are no outstanding taxes, charges, or legal proceedings or procedures related to the equity that should have been completed.
5.7 The terms of the Agreement are the true intention of the Pledgors and are legally binding on them. The execution of this Agreement shall constitute a legally valid and binding obligation enforceable to each Pledgor in accordance with the Agreement.
Representations and Warranties of the Pledgors. 5.1 The Pledgors are the only legal owners of the Equity Interest.
5.2 The Pledgee has the right to dispose and transfer the Equity Interest in such manners hereunder.
Representations and Warranties of the Pledgors. At the time of executing this Agreement, the Pledgors represent and warrant to the Pledgee the following and acknowledge that Party A’s execution and performance of this Agreement is in reliance on such representations and warranties:
5.1 the Pledgors lawfully own the Equity hereunder and have the right to pledge the Equity for the benefit of Party A as security;
5.2 no claim or intervention will be made by any other party against Party A at any time once Party A is entitled to exercise its rights or enforce the Pledge pursuant to this Agreement;
5.3 Party A has the right to enforce the Pledge in a way specified by the laws, regulations and this Agreement;
5.4 each of the Pledgors has obtained all corporate authorization or approvals necessary for its execution and performance of this Agreement, and such execution and performance does not violate the provisions of any applicable laws, regulations and articles of association;
5.5 the Equity held by the Pledgors is free from any other encumbrance or any third-party security interest of any form (including but not limited to pledge);
5.6 there is no pending or threatened civil, administrative or criminal litigation, administrative penalty or arbitration in connection with the Equity;
5.7 no tax, fee or expense in connection with the Equity is due but remains unpaid, or no required legal procedures or formalities remain uncompleted in respect of the Equity; and
5.8 the terms of this Agreement represent the true intention of the Pledgors and are legally binding upon them.
Representations and Warranties of the Pledgors. 5.1 The Pledgors are the legal owners of the Pledged Interests and there is no existing dispute in relation to the ownership of the Pledged Interests.
5.2 The Pledged Interests are free to be pledged and transferred according to laws, and the Pledgors have full rights and authorities to pledge the Pledged Interests to the Pledgee in accordance with the provisions of this Agreement.
5.3 The Pledgors have not placed any right of pledge or other security interests on the Pledged Interests except for the Pledge.
5.4 The Pledge under this Agreement constitutes the first priority right of pledge placed on the Pledged Interests.
5.5 The Pledgors and the Company warrant to the Pledgee that the above-mentioned representations and warranties are true and correct and will be completely complied with in any case before the Contract Obligations have been fully performed or the Secured Indebtedness has been completely repaid.
Representations and Warranties of the Pledgors. Each of the Pledgors hereby makes the following representations and warranties to the Pledgee and confirms that the Pledgee executes this Agreement in reliance on such representations and warranties:
4.1 Each of the Pledgors is the legal owner of the Equity Interest that has been registered in his/her name, and is entitled to create a pledge on such Equity Interest. Amended and Restated
4.2 None of the Pledged Collateral or the Pledge will be interfered with by any other parties at any time once the Pledgee exercises the rights of the Pledge in accordance with this Agreement.
4.3 The Pledgee shall be entitled to dispose or assign the Pledge in accordance with the relevant laws and this Agreement.
4.4 All necessary authorizations have been obtained for the execution and performance of this Agreement by each of the Pledgors and the execution and performance of this Agreement by each of the Pledgors does not violate any applicable laws or regulations. The representative of each of the Pledgors who signs this Agreement is lawfully and effectively authorized.
4.5 Each of the Pledgors warrants that there is no on-going civil, administrative or criminal litigation or administrative punishment or arbitration related to the Equity Interest and is not aware of any such action pending or likely to be pending in the future as of the date of this Agreement.
4.6 There are no outstanding taxes, fees or undecided legal procedures related to the Equity Interest as of the date of this Agreement.
4.7 Each stipulation hereunder is the expression of each Party’s true intention and shall be binding upon all the Parties.
Representations and Warranties of the Pledgors. Each of the Pledgors hereby makes the following representations, warranties and covenants to the Security Trustee for the benefit of the Secured Parties:
(a) It has the full power and authority and legal right to own its Pledged Shares and to execute, deliver and perform its obligations under this pledge.
(b) The execution, delivery and performance by the Pledgor of this pledge are within its powers, have been duly authorized by all necessary and proper action and (i) will not violate any Applicable Law which is applicable to the Pledgor, (ii) will not conflict with the articles of incorporation, by-laws or any other constitutive documents of the Pledgor, (iii) will not conflict with or result in the breach of any provision of, or in the imposition of any Lien or charge on the Pledged Shares under, any agreement or instrument to which the Pledgor is a party or by which it or any of its properties or assets is bound, and (iv) will not constitute a default or an event that, with the giving of notice or the passing of time, or both, would constitute a default under any such agreement or instrument.
(c) No government approval is required either (i) for the pledge by the Pledgor of its Pledged Shares pursuant to this Section 12 or for the perfection of the Lien created hereby or for the execution, delivery and performance by the Pledgor of this pledge or (ii) for the exercise by the Security Trustee of the voting or other rights provided for in this Section 12 or the remedies in respect of the Pledged Shares provided for in this Section 12.
(d) The Pledgor, through its Board of Directors, has independently satisfied itself that it will derive direct and indirect economic and corporate benefit from the arrangements contemplated in the Finance Documents and that there are reasonable grounds for believing that the execution by it of the Finance Documents will result in corporate benefits to it.
(e) The Pledgor is the registered and Beneficial Owner of the Pledged Shares set out opposite its name in Schedule V, except those certain shares specified in Schedule V as being registered in the names of certain persons holding them in trust for such Pledgor, of which such Pledgor is the Beneficial Owner.
(f) All of the Pledged Shares are: (i) duly authorized, validly issued and non-assessable; (ii) free and clear of any Lien, (iii) were issued in compliance with Applicable Law.
(g) There are no outstanding, and the Pledgor and the Relevant Company have not agreed to gran...
