REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANY. Each of the Shareholders and the Company hereby jointly and severally represents and warrants to Buyer that:
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANY. Except as specifically set forth in the disclosure letter provided by the Shareholders and the Company to DoveBid simultaneously with the signing of this Agreement, dated as of the date of this Agreement (the "Company Disclosure Letter"), the parts of which are numbered to correspond to the sections of this Agreement, each of the Shareholders and the Company hereby jointly and severally represent and warrant to DoveBid as follows:
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANY. The Shareholders and the Company, jointly and severally, represent and warrant to the Buyer and MedSource as follows:
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANY. The Shareholders and the Company represent and warrant to the Parent and the Merger Sub that the statements contained in this Section 2.2 are correct as of the date of this Agreement and will be correct as of the Preliminary Closing Date and the Final Closing Date (as though made then), except as otherwise set forth in the disclosure schedule delivered by the Shareholders and the Company to the Parent and the Merger Sub on the date hereof, as supplemented or amended in accordance with Section 3.4 of this Agreement (such schedule, as so amended or supplemented, the "Company Disclosure Schedule"). The Company Disclosure Schedule is arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in this Section 2.2. References in Section 2.2 to a numbered schedule mean the section of the Company Disclosure Schedule that corresponds with that number; for example, references to "Schedule 2.2(a)" mean Section 2.2(a) of the Company Disclosure Schedule. The Company Disclosure Schedule constitutes an exception to each warranty or representation set forth herein, whether or not such warranty or representation specifically refers to the Company Disclosure Schedule; accordingly each warranty or representation set forth herein is deemed to be preceded by the clause: "Except as set forth in the Company Disclosure Schedule . . .".
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANY. The Company and the Major Shareholders hereby represent and warrant to Parent and Merger Sub, on a joint and several basis, as follows:
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANY. The Company and the Shareholders, jointly and severally, make the following representations and warranties to the Buyer and the Merger Subsidiary and acknowledge that the Buyer and the Merger Subsidiary are relying upon such representations and warranties in connection with the purchase by the Buyer of the Shares, each of which is true and correct on the date hereof and shall survive the Closing of the transactions provided for herein.
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANY. 11 4.1 Authority; Due Execution......................................................11 4.2 Organization..................................................................12 4.3
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANY. Each Shareholder and the Company, jointly and severally, represents and warrants to QDL and Questron that:
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANY. Subject to the exceptions set forth in the disclosure schedule of the Company attached hereto (the “Company Schedule”), the Shareholders and the Company, jointly and severally, hereby represent and warrant to IGPAC as follows:
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANY. On the execution date hereof and the date when each equity purchase is completed, Both Shareholders and the Company hereby state and undertake to the Purchase Right Owner as follows:
(a) The Company is a legal entity that was duly established, is effectively existing and has been effectively registered in accordance with the laws of the People’s Republic of China, and has the power and legal authorization to own, hold, lease and manage its assets and its current and past business;
(b) The Shareholders and the Company fully have the legal right, power and authorization to execute this Contract and perform their respective obligations under this Contract. The Shareholders and the Company have formally authorized, executed and delivered this Contract, and if the Purchase Right Owner also formally authorizes, executes and delivers this Contract, this Contract will constitute the valid and restrictive obligations to the Shareholders and the Company, which can be enforced in accordance with the clauses hereof;
(c) The execution and delivery of this Contract, the completion of the proposed transactions under this Contract, and the performance and observation of the terms and conditions under this Contract will not: (i) violate any law or regulation which applies to either Shareholder or the Company or is binding on either Shareholder or the Company, or any judicial or administrative order, award, judgment or decree; (ii) conflict with the terms, conditions or rules of the organizational documents of the Company; or (iii) result in a violation of any agreement, contract, document or clause to which either Shareholder or the Company is a party, or a breach thereof;
(d) Unless otherwise restricted by the applicable Chinese laws, the articles of association of the Company, this Contract or the Equity Pledge Contract, Both Shareholders have the indefective, tradable and unencumbered ownership to their respective equity;
(e) On the execution date hereof, the registered capital of the Company has been paid up, the Company does not offer any other equity option to anyone and will not bear any other equity offering obligation;
(f) The Company owns or has the right to use all the assets as necessary for the business that the Company is developing or intends to develop, and for all the assets that the Company owns or has obtained the license thereon, the Company has the indefective, tradable and unencumbered ownership;
(g) The Company does not grant anyone any loan or suppl...
