Representations, Warranties and Covenants of the Transferor. 6.1 The Transferor is an enterprise the title of which is vested with the whole people and which was incorporated and validly subsisting under the PRC laws. The Transferor owns the Target Equity and has the right to transfer the Target Equity in accordance with this Agreement.
6.2 The Transferor guarantees that it has not established, directly or indirectly, any pledge, third party interest or other restrictions upon the Target Equity.
6.3 The execution and performance of this Agreement by the Transferor do not violate any contracts or agreements which are legally binding upon it.
6.4 The execution and performance of this Agreement by the Transferor do not violate any applicable laws or regulations, or the Transferor’s articles of association or other constitutional documents.
6.5 The Transferor undertakes to actively cooperate actively, and procure its Affiliated Entities to cooperate with the Transferee to complete any and all legal or administrative procedures in connection with the Transfer hereunder, including without limitation, amendments to the registration with the competent industrial and commercial authorities and amendments.
6.6 The Transferor hereby makes the following representations, warranties and covenants in connection with the Target Companies as set out in Article 2.1 hereof:
(a) The Target Companies are incorporated and validly subsisting under the PRC laws and has independent corporate capacity;
(b) The Target Companies are not in violation of any prevailing P.R.C. laws, regulations and regulatory documents, and have not received any decision on administrative penalties or judgment or ruling from any court or arbitral body, which may have material effect on its production and operation;
(c) The Target Companies are not exposed to any current or potential material litigations, claims, arbitration, administrative proceedings or other legal proceedings and do not have any contingent liabilities in any other form. The Target Companies have paid in full all the taxes due on or prior to the execution of this Agreement, and guarantees to pay in full all the taxes due as from the execution of this Agreement to the Completion of the transaction hereunder;
(d) All the financial and operating information in connection with the execution of this Agreement furnished by the Transferor and the Target Companies are true, accurate and complete;
(e) The Transferor has paid the contribution it subscribed for in connection with the Target Companies.
Representations, Warranties and Covenants of the Transferor. As of Closing Date, the Transferor represents and warrants to the Transferee as follows:
Representations, Warranties and Covenants of the Transferor. 5.1 In addition to the information disclosed in this Agreement, the Transferor shall represent and covenant to the Transferee under terms and conditions stipulated in Exhibit IV, which also constitute the base for the Transferee to accept such shares for transfer.
5.2 The Transferor covenants that the Transferee’s after-tax profits as audited by US Auditors in 2007 shall be no less than RMB3,800,000. If DIT Industry’s after-tax profits are no less than RMB3,800,000, the Transferee shall pay RMB 4,140,000 to the shareholders of DIT Industry or its designees and release 41,872 shares of the pledged shares to the Transferor. The Transferor covenants that the Transferee’s after-tax profits in 2008 as audited by US Auditors shall be no less than RMB 4,500,000. If DIT Industry’s after-tax profits are no less than RMB4,500,000, the Transferee shall pay RMB 4,140,000 to the shareholders of DIT Industry or its designees and release 41,872 shares of the pledge shares to the Transferor. The Transferor covenants that the Transferee’s after-tax profits in 2009 as audited by US Auditors shall be no less than RMB 6,400,000. If DIT Industry’s after-tax profits are no less than RMB 6,400,000, the Transferee shall pay RMB 2,760,000 to the shareholders of DIT Industry or its designees and release the 27,914 shares of the pledge shares to the Transferor.
Representations, Warranties and Covenants of the Transferor. 1. Shanghai Saiyu is a wholly foreign owned limited liability company duly established and effectively existing under the PRC laws;
2. The Transferor has all the necessary rights, powers and capacities to execute and perform all the duties and obligations hereunder, and this Agreement shall constitute its legal, valid and binding obligations after execution hereof.
3. The Transferor has the legal and actual ownership to the equity interest to be transferred hereunder, has the capacity for rights and actions in connection with the equity transfer, and has obtained all the necessary approvals other than the approval from the original approval authority of Shanghai Saiyu regarding the equity transfer hereunder.
4. The execution and performance of this Agreement by the Transferor do not contravene any law, articles of association, contract, agreement or other legal documents binding on the Transferor.
5. There exists no pledge, preferential right or third party’s rights and interests in any form, or any encumbrance.
6. The transferor agreed to give up the preemptive right arising from the equity transfer under this Agreement.
7. The information contained in the due diligence and other materials of Shanghai Saiyu delivered to the Transferee by the Transferor are complete, true and accurate.
8. The transferors warrant that Shanghai Saiyu is duly qualified to operate its main business within its existing business scope and owns a valid Multi-Area Value-Added Telecom Business Operation License which has been duly acquired and is valid; the Transferors will not unilaterally take any action that would impair Shanghai Saiyu’s existing business eligibility or any part thereof.
9. As of the Execution Date, Shanghai Saiyu does not have any outstanding shareholders resolutions and documents other than the shareholder resolutions and documents that have been disclosed by the Transferors to the Transferees. Shanghai Saiyu does not have any valid resolutions or document of the board/ acting board since established.
10. As of the Execution Date, Shanghai Saiyu does not have any other liabilities (“Undisclosed Liabilities”). If any Undisclosed Liabilities exist, the Transferors shall be fully liable for repayment of such liabilities. In the event of any loss to the Transferees or Shanghai Magma resulting from the Undisclosed Liabilities, the Transferors shall indemnify the loss in full amount. As of the Execution Date, Shanghai Saiyu has not violated any material aspect of la...
Representations, Warranties and Covenants of the Transferor. In connection with this Agreement, the Transferor hereby represents, warrants and covenants to the Transferee as follows:
Representations, Warranties and Covenants of the Transferor. 7.1 The Transferor is an enterprise owned by the whole people duly established and validly existing under the laws of the PRC. The Transferor legally owns the Target Assets and has the right to transfer the Target Assets to the Transferee in accordance with this Agreement.
7.2 The Transferor hereby warrants that there does not exist any encumbrance or any other right restriction directly or indirectly created over the Target Assets, and the Target Assets are not subject to any material action, claim, arbitration, administrative procedures or any other contingent liabilities in any other form, whether known or threatened.
7.3 The execution and performance of this Agreement by the Transferor do not violate any contracts or agreements which are legally binding upon it.
7.4 The execution and performance of this Agreement by the Transferor do not violate any applicable laws or regulations, or the Transferor’s articles of association or other constitutional documents.
7.5 The Transferor hereby warrants that after the Audit Reference Date it will not dispose of or adjust the Target Assets in a manner not consistent with the purpose of this Agreement. The Transferor shall promptly notify the Transferee in writing of any material change to the Target Assets other than in the ordinary course of business.
7.6 The Transferor undertakes to actively cooperate actively, and procure its Gas Business Unit to cooperate with the Transferee to complete any and all legal or administrative procedures in connection with the Transfer hereunder, including without limitation, the procedures for assets title transfer registration or alteration registration.
Representations, Warranties and Covenants of the Transferor. The Transferor hereby represents and warrants to the Transferee as of the execution of this Agreement as follows:
Representations, Warranties and Covenants of the Transferor. For the purpose of consummating the transaction hereunder, the Transferor hereby makes the following representations and warranties to the Transferee as of the execution date hereof:
1. The Transferor is a limited liability company duly incorporated and validly existing under the laws of the PRC.
2. The Company is a limited liability company duly incorporated and validly existing under the laws of the PRC. There is no pledge or other security interest or third party interest over the entire equity of or any capital contribution to the Company. The ownership structure of the Company is clear and stable, and no dispute or controversy over equity has ever occurred.
3. The Transferor is the legal owner of the Target Equity, and the title to the Target Equity is not subject to any encumbrance, including but not limited to any pledge or other security interest, third party interest, agreement or arrangement (other than this Agreement). At the time of execution hereof, the Transferor shall transfer the Target Equity to the Transferee, and warrants that the Target Equity received by the Transferee is not subject to any encumbrance.
4. The execution and performance of this Agreement by the Transferor will not: (i) constitute a violation of any constitutional document to which it is a party or by which it is bound, any agreement executed or approval obtained; or (ii) result in a violation of or require the issuance of any judgment, ruling, order or consent by the court, government authority or regulator.
5. On the execution date of this Agreement, all representations and warranties made and information disclosed by the Transferor to the Transferee for the purpose of formulating and/or performing this Agreement are authentic, accurate and complete, and do not contain any false statement, material omission or otherwise that would mislead the Transferee into making any false judgment.
6. As of the execution date hereof, the Company has not been involved in any ongoing or threatened lawsuit, debt, contingent liability, tax payable, administrative penalty, liability for breach of contract, tort liability or other liability.
7. The Transferor is willing to and has full right and authority to execute and perform this Agreement and consummate the transactions described herein, and it has taken all such actions as may be necessary to obtain legal and valid authorization with respect to this Agreement and all transactions described herein. This Agreement, when executed by the...
Representations, Warranties and Covenants of the Transferor. 7.1 The Transferor is a limited liability company duly established and validly existing under the laws of the PRC. The Transferor legally owns the Subject Interest and has the right to transfer the Subject Interest to the Transferee in accordance with this Agreement.
7.2 The Transferor warrants that it has not, whether directly or indirectly, created any pledge, third party interest or any other restriction of right on the Subject Interest.
7.3 The execution and performance of this Agreement by the Transferordo not violate any contracts or agreements to which the Transferor is legally bound by.
7.4 The execution and performance of this Agreement by the Transferor does not violate any applicable laws or regulations, or the articles of association or other constitutional documents of the Transferor.
7.6 The Transferor hereby makes the following representations, warranties and covenants to the Transferee with respect to the Target Company:
(1) The Target Company is duly established and validly existing as an independent legal person under the laws of the PRC;
(2) The Target Company is not in violation of any currently effective PRC laws, regulations or rules, and has duly completed the procedures for the registration, annual review or annual audit of all the relevant permits, licenses and approvals as required by competent governmental authorities, including without limitation, competent industrial and commercial administrative authorities, tax authorities, and customs authorities, and has obtained all the qualifications for the conduct of its business;
(3) Except as disclosed to the Transferee, the Target Company has the legal ownership and use right to its assets as evidenced by all the necessary certificates and instruments without any flaw, free from any security interest or any other encumbrance or third party interest;
(4) The Target Company does not have any material litigations, claims, arbitration, administrative proceedings or other legal proceedings, whether pending or threatening, or any contingent liabilities in any other form. The Target Company has paid in full all the taxes due and payable or prior to the date hereof, and shall guarantee that it shall pay in full all the taxes due and payable from the date hereof to the Closing Date;
(5) From the date hereof to the Closing Date, the Target Company shall not declare or pay in any form any dividends, bonuses or distributions to any of its shareholders or any other person;
(6) All the financial a...
Representations, Warranties and Covenants of the Transferor
