Representations and Warranties of the Pledgors and Party C. The Pledgors and Party C hereby severally but not jointly represent and warrant to Party A on the date hereof that:
Representations and Warranties of the Pledgors and Party C. The Pledgors severally and not jointly represent and warrant to the Pledgee as the following Article 5.1
Representations and Warranties of the Pledgors and Party C. The Pledgors represent and warrant to the Pledgee as follows:
5.1 The Pledgors are the sole legal and beneficial owners of the Equity Interest and shall have lawful, good and full ownership of the Equity Interest, unless subject to the agreements otherwise entered into by the Pledgors and the Pledgee.
5.2 The Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with this Agreement.
5.3 Except for the Pledge Right, the Pledgors have created no security interest or other encumbrance on the Equity Interest, there is no dispute with respect to the ownership of the Equity Interest, the Equity Interest is not subject to attachment or other legal proceedings, and no similar action is threatened. The Equity Interest may be used for pledge and transfer in accordance with applicable laws.
5.4 The Pledgors’ execution of this Agreement and exercise of their rights hereunder or performance of their obligations hereunder will not violate any laws or regulations, any agreements or contracts to which the Pledgors are a party, or any covenants made by the Pledgors to any third party.
5.5 All documents, information, statements and certificates provided by the Pledgors to the Pledgee are accurate, true, complete and valid.
5.6 Party C is a limited liability company registered, incorporated and lawfully existing under the laws of the PRC with independent legal person status; it has full and independent legal status and capacity to execute, deliver and perform this Agreement.
5.7 Upon due execution by Party C, this Agreement constitutes its legal, valid and binding obligations.
Representations and Warranties of the Pledgors and Party C. As of the execution date of this Agreement, the Pledgors and Party C hereby jointly and severally represent and warrant to Party A that:
5.1 Party C is a limited liability company legally established and validly existing under the laws of the PRC;
5.2 The Pledgors are the only legitimate beneficial owners 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 Pledgors have not placed any security interest or other encumbrance on the Equity Interest;
5.5 They have the power, capacity, and authority to sign and deliver this Agreement and to perform their obligations hereunder. This Agreement, when signed, will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;
5.6 The Pledgors and Party C have obtained approvals and consents from 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 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 the violation of any condition of 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, revoked or attached with additional conditions.
Representations and Warranties of the Pledgors and Party C. The Pledgors and Party C hereby severally and jointly represent and warrant to the Pledgee as of the date hereof as follows:
5.1. The Pledgors, Hu Min and Yang Qihu, are the legal and beneficial owners of the Pledged Equity Interest.
5.2. The Pledgors are entitled to dispose of and transfer the Pledged Equity Interest in accordance with this Agreement.
5.3. Except for the Pledge, the Pledgors have not created any other pledges or other security interest on the Pledged Equity Interest.
5.4. The Pledgors and Party C have obtained all necessary approvals and consents from government authorities and third parties (if any) in connection with the execution, delivery and performance of this Agreement.
5.5. The execution, delivery and performance of this Agreement do not (i) result in any violation of any relevant PRC laws; (ii) result in any conflict with the articles of association or other constituent documents of Party C; (iii) result in any breach of any agreement to which it is a party or by which it is bound, or constitute any default under any agreement to which it is a party or by which it is bound; (iv) result in any breach of any permit or license issued or granted to it and/or any condition of the validity thereof; or (v) result in the revocation or suspension of, or imposition of conditions on, any permit or license issued to it.
Representations and Warranties of the Pledgors and Party C. The Pledgors represent and warrant to the Pledgee as follows:
5.1 The Pledgors are the sole legal and beneficial owners of the Equity Interest and shall have lawful, good and full ownership of the Equity Interest, unless subject to the agreements otherwise entered into by the Pledgors and the Pledgee.
5.2 The Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with this Agreement.
Representations and Warranties of the Pledgors and Party C. The Pledgors and Party C hereby severally and jointly represent and warrant to the Pledgee as of the date hereof as follows:
5.1. The Pledgors, Ding Gang, Ma Xiudong and Tencent Music Entertainment (Shenzhen) Co., Ltd., are the legal and beneficial owners of the Pledged Equity Interest.
5.2. The Pledgors are entitled to dispose of and transfer the Pledged Equity Interest in accordance with this Agreement.
5.3. Except for the Pledge, the Pledgors have not created any other pledges or other security interest on the Pledged Equity Interest.
5.4. The Pledgors and Party C have obtained all necessary approvals and consents from government authorities and third parties (if any) in connection with the execution, delivery and performance of this Agreement.
5.5. The execution, delivery and performance of this Agreement do not (i) result in any violation of any relevant PRC laws; (ii) result in any conflict with the articles of association or other constituent documents of Party C; (iii) result in any breach of any agreement to which it is a party or by which it is bound, or constitute any default under any agreement to which it is a party or by which it is bound; (iv) result in any breach of any permit or license issued or granted to it and/or any condition of the validity thereof; or (v) result in the revocation or suspension of, or imposition of conditions on, any permit or license issued to it.
Representations and Warranties of the Pledgors and Party C. The Pledgors and Party C hereby severally and jointly represent and warrant to the Pledgee as of the date hereof as follows:
5.1. The Pledgors, Beijing Gongse Enterprise Management Co., Ltd., Yang Qihu, Gu Dejun, Xxxx Xxx, Xxxx Xxxx and Xxxxx Xxxxxxx, are the legal and beneficial owners of the Pledged Share of Property.
5.2. The Pledgee is entitled to dispose of and transfer the Pledged Share of Property in accordance with this Agreement.
5.3. Except for the Pledge, the Pledgors have not created any other pledges or other security interest on the Pledged Share of Property.
5.4. The Pledgors and Party C have obtained all necessary approvals and consents from government authorities and third parties (if any) in connection with the execution, delivery and performance of this Agreement.
5.5. The execution, delivery and performance of this Agreement do not (i) result in any violation of any relevant PRC laws; (ii) result in any conflict with the articles of association or other constitutional documents of Party C; (iii) result in any breach of any agreement to which it is a party or by which it is bound, or constitute any default under any agreement to which it is a party or by which it is bound; (iv) result in any breach of any permit or license issued or granted to it and/or any condition of the validity thereof; or (v) result in the revocation or suspension of, or imposition of conditions on, any permit or license issued to it.
Representations and Warranties of the Pledgors and Party C. The Pledgors represent and warrant to the Pledgee as follows:
5.1 The Pledgors are the sole legal and beneficial owners of the Equity, and have lawful, complete and full ownership to the Equity they hold except as otherwise stipulated in any other agreement signed by the Pledgors 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 Pledgors have 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 Pledgors’ 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 Pledgors are a party, or any covenants made by the Pledgors to any third party.
5.5 All documents, materials, statements and certificates provided by the Pledgors 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 Contract.
5.7 This Contract 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 Contract 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 mat...
Representations and Warranties of the Pledgors and Party C. 出质人和丙方特此在本协议签署之日向甲方共同及分别陈述和保证如下： As of the execution date of this Agreement, the Pledgors and Party C hereby jointly and severally represent and warrant to the Pledgee that:
