Representations and Warranties of Transferors. 4.1 Ewenkeqi Beixue Dairy is a company duly established according to the PRC laws and regulations and has obtained all the necessary approvals for the establishment.
4.12 The execution of this Agreement and the exercises of the rights and the performance of the obligations hereunder by the Transferors in accordance with the provisions of this Agreement does not and will not contravene:
1. Any laws, rules and regulations applicable to or imposed upon the Transferors;
2. Any document or contract to which the Transferors was a Party, or having binding effect on the Transferors or any of its assets;
3. Any documents having legally binding effect on the Transferor which contains any undertakings with a binding effect on the Transferors, nor prejudice any lawful rights of any other third parties.
4.3 All the documents and materials provided by the Transferors shall be true, correct and complete. The Transferors shall be liable for all the legal liabilities arising from concealing and falsehood;
4.4 After the execution of this Agreement, the Transferors will, according to this Agreement, procure Ewenkeqi Beixue Dairy to amend its Articles of Association pursuant to its provisions stipulated in the Articles of Association.
4.5 After the execution of this Agreement, the Transferors will, according to this Agreement, procure Ewenkeqi Beixue Dairy to adopt the resolution on the approval of the Share Transfer herein.
Representations and Warranties of Transferors. Except as disclosed in the Transferor Disclosure Schedule, as of the Execution Date and as of the Closing Date, (a) Transferors, jointly and severally, make to the NGL Group Entities the representations and warranties set forth in Sections 3.1 through 3.23 of this Article III, and (b) each Transferor, solely as to itself, severally and not jointly, makes to the NGL Group Entities the representations and warranties set forth in Sections 3.24 and 3.25 of this Article III, as follows:
Representations and Warranties of Transferors. Transferors, jointly and severally, represent and warrant the following to the Transferee:
Representations and Warranties of Transferors. Each Transferor severally represents and warrants with respect to the Transfer described in the Schedule I attached to the Joinder Agreement executed by him that:
(a) the information contained in Schedule I to the Joinder Agreement and all information and material in respect of the Transfer delivered pursuant to Section 3.1(c) is complete and correct;
(b) the Transfer of the Transferred Shares by the Transferor satisfies the Transfer eligibility requirement of Section 2.1(b) hereof:
(c) the Transferred Shares are not subject to, and the Transferor is not, with respect to the Transferred Shares, a party to any other agreement, arrangement or understanding with respect to (i) the Transfer identified in the Schedule I to the Joinder Agreement, (ii) any other transfer with respect to the Transferred Shares or (iii) any ownership interest in the Transferred Shares.
(d) such Transferor has good, valid and marketable title to the Transferred Shares, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to the Voting Agreement, the Common Agreement, or any other agreement with another person with respect to which Accenture Ltd has expressly agreed to in writing;
(e) this Agreement and the Common Agreement constitute the legal, valid and binding obligations of such Transferor, enforceable against such Transferor in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and to general equitable principles (whether considered in a proceeding in equity or at law);
(f) there are no actions, suits or proceedings pending, or, to the knowledge of such Transferor, threatened against or affecting such Transferor or such Transferor's assets in any court or before or by any federal, state, municipal or other domestic or foreign governmental department, commission, board, bureau, agency or instrumentality; and
(g) no statement, representation or warranty made by such Transferor in this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements, representations or warranties contained herein or information provided therein not misleading. Each Transferor that is not a natural person additionally severally represents and warrants that:
(i) such Tra...
Representations and Warranties of Transferors. Each Transferor, as of the date when this Agreement becomes effective, represents and warrants as follows.
Representations and Warranties of Transferors. Each Transferor hereby represents and warrants to the Owner Trustee and the Delaware Trustee that:
(a) Such Transferor is a Delaware corporation or limited liability company, as applicable, duly organized and validly existing in good standing under the laws of the State of Delaware and has full corporate or company power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and to execute, deliver and perform its obligations under this Agreement and any other document related hereto to which it is a party and to perform its obligations as contemplated hereby and thereby.
(b) Such Transferor is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business, and has obtained all necessary licenses and approvals with respect to such Transferor, in each jurisdiction where failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on its ability to perform its obligations under this Agreement or any other document related hereto to which such Transferor is a party.
(c) The execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement and in the other Transaction Documents to which such Transferor is a party have been duly authorized by it by all necessary corporate or other action on its part and each of this Agreement and the other Transaction Documents to which it is a party will remain, from the time of its execution, an official record of such Transferor. Such Transferor has the power and authority to assign the property to be assigned to and deposited with the Issuer pursuant to Section 2.05 of this Agreement and Section 2.01 of the applicable Transfer and Servicing Agreement.
(d) The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which such Transferor is a party or by which it or any of its properties are bound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, indi...
Representations and Warranties of Transferors. The Transferors severally and jointly make the following representations, undertakings and warranties to True Excel Holdings:
5.1 The Transferors have fully paid the capital contribution for the registered capital of Hunan Xiangbei, have undergone the capital verification and have received the capital verification report, and there exist no false capital contribution or surreptitious withdrawal of the contributed capital;
5.2 As at the date upon which True Excel Holdings pays the amount for the Share Transfer, the Transferors shall have the legitimate, valid and complete right to dispose of the transferred share interests hereunder. The share interests held by the Transferors in Hunan Xiangbei are free from any pledge or guarantee or third party interest in whatever form;
5.3 As at the date upon which True Excel Holdings pays the amounts for the Share Transfer, Hunan Xiangbei is established and validly subsists as an enterprise legal person under the PRC Laws, lawfully obtains and effectively owns all the authorizations, approvals and permits required for its business operation (including production and sale), and is entitled to signing and performing all types of contracts relating to its business operation. The Share Transfer hereunder shall not result in the occurrence of such events as the invalidation or cancellation of any contract/agreement entered into between Hunan Xiangbei and any third party, nor will it result in Hunan Xiangbei’s violation of any contract/agreement entered into with a third party or its liability for any relevant default or compensation;
5.4 As at the date upon which True Excel Holdings pays the amounts for the Share Transfer, all the liabilities and contingent liabilities of Hunan Xiangbei (including but not limited to any security, guarantee, lien, pledge or third party interest) have been truthfully and fully disclosed to True Excel Holdings. If there exist any liability and contingent liability that have not been disclosed to True Excel Holdings in writing, the Transferors shall assume the joint repayment liability. If, after the Share Transfer, Hunan Xiangbei makes such repayment for its predecessor first, the Transferors shall ensure that the then Hunan Xiangbei after the Share Transfer or True Excel Holdings will be indemnified immediately;
5.5 As at the date of signing the Agreement, Hunan Xiangbei is not involved in any litigation, arbitration or dispute that has not been disclosed to True Excel Holdings in writing. Be...
Representations and Warranties of Transferors. Transferors hereby represent and warrant on their own behalf and on behalf of Project Owner, to BH Investor.
Representations and Warranties of Transferors. Each Transferor hereby represents and warrants jointly and severally to the Company as of the Closing the following:
(a) Such Transferor has all requisite corporate power and authority to enter into and perform this Agreement. The execution, delivery and performance of this Agreement and the consummation by such Transferor of the Contemplated Transactions have been duly and validly approved by the board of directors of such Transferors and, in the case of M/A-COM, Holdings as its sole stockholder. No other proceedings are necessary on the part of such Transferors to authorize the execution, delivery and performance of this Agreement and the consummation by such Transferor of the Contemplated Transactions.
(b) This Agreement has been duly authorized, executed and delivered by a duly authorized officer or other signatory of such Transferor and constitutes a valid and binding obligation of such Transferor, enforceable against such Transferor in accordance with its terms, except to the extent enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies (collectively, “Enforceability Exceptions”).
Representations and Warranties of Transferors. Subject to such exceptions as are specifically disclosed in the disclosure letter (referencing the appropriate section numbers) supplied by Transferors to MultiCell and Transferee (the “Transferors’ Disclosure Letter”), each of Alliance and Astral, jointly and severally, hereby represents and warrants to MultiCell and Transferee that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing (as though made at the Closing ); provided, that the representations and warranties made as of a specified date will be true and correct as of such date.
