Representations and Warranties of the Pledgors and the Company Sample Clauses

Representations and Warranties of the Pledgors and the Company. The Pledgors and the Company hereby represent and warrant to the Pledgee that: 7.1 They are natural persons with full civil capacity or a limited liability company lawfully incorporated and existing; they have full and independent legal status and legal capacity and the capacity to execute, deliver and perform this Agreement, and have been duly authorized to execute, deliver and perform this Agreement, and may act as an independent party to any lawsuit. 7.2 All reports, documents and information provided by the Pledgors and the Company to the Pledgee prior to the date of this Agreement with respect to the Pledgors, the Pledged Equities and all matters required by this Agreement are true and correct in all material respects as of the date of this Agreement. 7.3 All reports, documents and information provided by the Pledgors and the Company to the Pledgee after the date of this Agreement with respect to the Pledgors, the Pledged Equities and all matters required by this Agreement are true and valid in all material respects as of the date of such provision. 7.4 As of the date of this Agreement, the Pledgors are the lawful owners of the Pledged Equities free from any existing dispute in relation to the ownership thereof. The Pledgors have the right to dispose of the Pledged Equities or any part thereof. 7.5 Other than the security interests created on the Pledged Equities under this Agreement and the rights created under the Transaction Agreements, the Pledged Equities is free from any other security interests or third party rights and interests and any other restrictions. The Pledgors have not transferred or otherwise disposed of any Pledged Equities. 7.6 The Pledged Equities can be lawfully pledged and transferred, and the Pledgors have full rights and power to pledge the Pledged Equities to the Pledgee in accordance with the terms of this Agreement. 7.7 Any consents, permissions, waivers or authorizations by any third party or any approvals, licenses or exemptions by or any registration (except for the registration under Section 2.3) or filing formalities with any governmental body (if required by laws), required for the execution and performance of this Agreement and the equity pledge under this Agreement, have been obtained or effected and will remain in full force during the term of this Agreement. 7.8 The Pledgors and the Company have full power and authority to execute, deliver and perform this Agreement and all other documents to be executed by them/i...
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Representations and Warranties of the Pledgors and the Company. 6.1 The Pledgors are the sole lawful owner of the Pledged Equity, and there is no actual or potential dispute in ownership related to the Pledged Equity. The Pledgors have the right to dispose any of all the Pledged Equity subject to no limitation from any third party. 6.2 The Pledgors have not created any encumbrance or other liens on the Pledged Equity except those set forth in this Agreement and the Exclusive Call Option Agreement. 6.3 The Company is a limited liability company officially incorporated and validly existing pursuant to PRC laws, is officially registered at the competent administration of industry and commerce and has passed all annual inspections. The registered capital of the Company is CNY thirty million (30,000,000.00). 6.4 The Pledgors and the Company fully understand the contents of this Agreement, and their execution and performance of this Agreement are out of free will, and all of their expressions of intent are true. The Pledgors and the Company have, upon the Pledgee’s reasonable request, taken all necessary action, obtained all corporate authorizations necessitated for execution and performance of this Agreement and executed all necessary documents, and have obtained the consents and approvals (if applicable) from the governmental authorities and third parties, so as to ensure the legality and validity of the pledge hereunder. 6.5 Its execution, delivery or performance of this Agreement will not: (i) result in breach of any applicable PRC laws, (ii) be in conflict with the Company’s articles of association or other organizational documents, (iii) result in breach of, or constitute a default under, any contracts or documents to which it is a party or which have binding force upon it, (iv) result in breach of any conditions for issuance and/or continuous validity of any licenses or permits which have been issued to any party, or (v) result in cancellation of, or imposition of additional conditions for, any licenses or permits that have been issued to any party.
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Representations and Warranties of the Pledgors and the Company. ​ As of the execution date of this Agreement, each of the Pledgors and the Company hereby represents and warrants to the Pledgee, severally but not jointly, that: 5.1 The Pledgors are 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 Pledgors and the Company has the power, capacity and authority to execute and deliver this Agreement, and to perform their obligations under this Agreement. This Agreement constitutes the Pledgors’ and the Company’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 Pledgors have not placed any security interest or other encumbrance on the Equity Interest. ​ ​ 5.4 The Pledgors and the Company 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 the Company’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. ​
Sample 1

Related to Representations and Warranties of the Pledgors 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 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 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 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”):

  • Representations and Warranties of the Company The Company represents and warrants to the Buyer 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 GUARANTORS Each Guarantor hereby represents and warrants that: (a) It is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary. (b) It has the full power, authority and legal right to execute, deliver and perform its obligations under this Guaranty. This Guaranty has been duly executed and delivered by it, has not been amended or otherwise modified, is in full force and effect and is the legal, valid and binding obligation of each Guarantor, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) Neither the execution and delivery of this Guaranty nor the consummation of the transactions contemplated herein will conflict with or result in a breach of, or require any consent under, any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which each Guarantor is a party or by which each Guarantor or its property is bound or to which each Guarantor is subject, or constitute a default under any such agreement or instrument, or (except for the liens created pursuant hereto) result in the creation or imposition of any lien or encumbrance upon the Guarantors' revenues or assets pursuant to the terms of any such agreement or instrument. (d) Each Guarantor has received and reviewed copies of the Master Repurchase Agreement. (e) This Guaranty is the legal, valid and binding obligation of each Guarantor, enforceable against each Guarantor, in accordance with its terms, subject to bankruptcy, insolvency and similar laws and to the availability of equitable remedies. (f) There is no action, suit or proceeding at law or in equity by or before any governmental authority, arbitral tribunal or other body now pending, or to the best of each Guarantor's knowledge, threatened against or affecting each Guarantor or any of its property that is reasonably likely to have a material adverse effect on each Guarantor's condition, financial or otherwise. (g) No authorizations, approvals or consents of, and no filings or registrations with, any governmental authority are necessary for the execution, delivery or performance by the Guarantors of this Guaranty.

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

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