Representations and Warranties of the Transferees. In connection with the transfer of the Shares to the Transferees pursuant to Section 1 above, each of the Transferees hereby represents and warrants to the Transferor as follows:
2.1. Transferee acknowledges that the Transferor and the Company have made no representation to Transferee regarding the Company, its business or prospects.
2.2. Transferee is accepting transfer of the Shares for investment for Transferee’s own account only, not as a nominee or agent, and not with a view to, or for resale in connection with, any “distribution” of the Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). By executing this Agreement, Transferee represents that Transferee does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares.
2.3. Transferee has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Company and has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Shares.
2.4. The Transferee understands that the Shares have not been registered under the Securities Act and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Transferee’s representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Shares in accordance with the Company’s charter documents or the laws of its jurisdiction of incorporation.
2.5. The Transferee understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Transferee pursuant hereto, the Shares would be acquired in a transaction not involving a public offering. The issuance of the Shares hereunder have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the transfer of the Shares is being effected in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an is...
Representations and Warranties of the Transferees. The Transferees represent and warrant to the Transferor, severally and not jointly, as follows.
Representations and Warranties of the Transferees. 4.1 The Legal Status and Legal Capacity of the Transferees The Transferees are able to execute, deliver and perform this Agreement and act as litigation entity with full and independent legal status and legal capacity. The execution, delivery and performance of this Agreement by the Transferees does not contravene any relevant law, regulation, and government order, and conflict with any contract, agreement to which the Transferee is a party or which is binding on the assets of the Transferee.
4.2 The Legality of the Transfer Price The Transferees undertake that the source of their payments to the Transfer Price is legal and they have the full capability to pay off the Transfer Price to the Transferors in accordance with the terms and conditions of this Agreement.
Representations and Warranties of the Transferees. Each Transferee hereby represents and warrants to Parent and Optimus that, with respect to such Transferee and such Transferee only, the statements contained in this Article 5 are true and correct on the date hereof:
Representations and Warranties of the Transferees. Each Transferee hereby makes the following representations and warranties as of the date hereof:
Representations and Warranties of the Transferees. Each Transferee hereby represents and warrants, jointly and severally, to the Transferors as of the date hereof as follows:
(a) Authority to Execute and Perform this Agreement. Each Transferee has all requisite power and authority to execute this Agreement and to consummate the transactions contemplated hereby. Each Transferee has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of such Transferee, enforceable against such Transferee in accordance with its terms.
Representations and Warranties of the Transferees. 3.2.1 The Transferees warrant that they are companies established and validly existing under Chinese law, that they passed each annual inspection of their registrations and that they have not committed any materials violations of the law.
3.2.2 The Transferees warrant that they have the legal right to execute and fully perform this Agreement and that, except as otherwise stipulated in this Agreement, they have lawfully obtained any approvals, consents, authorizations and permissions necessary for their execution and full performance of this Agreement.
3.2.3 The Transferees warrant they will cooperate with the handling of changes in respect of the equity, such as the passing of the equity, the transfer of title, etc.
3.2.4 The Transferees warrant that they will adopt all reasonable measures and business strategies to enable Nanmei Shipping to carry on production and business in a normal manner after the Closing Date, including but not limited to the establishment and improvement of a modern corporate governance system for the Company and the provision of significant support measures and assistance according to law.
3.2.5 The Transferees warrant that there are no major violations of the law or legal impediments that would affect the execution or change the original intent of this Agreement and that have not been disclosed to the other Party.
3.2.6 The Transferees warrant that, after the execution hereof, they will not abandon the acquisition of the equity without cause and will not assign their rights and obligations hereunder to any third party; however, this restriction does not apply to assignments after the transfer of title to the equity.
3.2.7 The Transferees warrant that they will assume an obligation of confidentiality in respect of all data and information involved in this equity transfer, unless required otherwise by laws, statutes or rules.
Representations and Warranties of the Transferees. 15 Section 5.1 Organization, Authority and Qualification ................................ , ....... 15 Section 5.2 No Conflicts ....................................................................................... 16 Section 5.3 Consents ............................................................................................. 16
Representations and Warranties of the Transferees. The Transferees hereby represent and warrant, jointly and severally, to the Xxxxxx Parties that: NY2:\1997443\Ol \1 6T8JO 1 !.DOC\58399.0003 15
Representations and Warranties of the Transferees. In connection with ------------------------------------------------- the transfer of the Option to the Transferees, each Transferee represents and warrants to the Company that:
