Representations, Warranties and Covenants of the Transferor Clause Samples
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 Transferor do 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.
7.5 The Transferor undertakes to make efforts to cooperate, and cause the Target Company to cooperate with the Transferee in the completion of any and all legal or administrative procedures in connection with the Transfer hereunder, including without limitation, industrial and commercial registration of the relevant changes.
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;
(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 ...
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. Except for what have been disclosed,
1. Shanghai Fuming is a wholly foreign owned limited liability company duly established and effectively existing under the PRC laws, the Transferor has fully paid up the capital contribution according to the proportion of equity interest and lawfully obtained appropriate rights thereon, and the Transferor has performed all of its shareholder’s obligations in strict compliance with the Articles of Association of Shanghai Fuming. 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.
2. 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 Fuming regarding the equity transfer hereunder.
3. 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.
4. There exists no pledge, preferential right or third party’s rights and interests in any form, or any encumbrance.
5. The information contained in the balance and other financial statements of Shanghai Fuming delivered to the Transferee by the Transferor are complete, true and accurate. Except for the liabilities (including actual liabilities and contingent liabilities) that have been disclosed to the Transferee by the Transferor, Shanghai Fuming has no other liabilities (the “Undisclosed Liabilities”). If there shall exist any Undisclosed Liabilities, the Transferor shall be responsible for all the repayment thereof. The Transferor shall fully compensate for any loss suffered by the Transferee or Shanghai Fuming as a result of the Undisclosed Liabilities.
6. During the period commencing from the Execution Date hereof and ending at the Closing Date (including the Execution Date and the Closing Date), unless with the prior written approval of the Transferee, the Transferor shall guarantee:
(1) Shanghai Fuming shall maintain normal business operations, any expenditure at or higher than RMB 10,000 shall be notified to the Transferee by a ten-day prior notice and approved by the Transferee;
(2) Shanghai Fuming shall undergo no material ...
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 the Shares for Transfer.
5.2 The Transferor covenants that the Transferee’s after-tax profits as audited by the US Auditor in 2007 shall be no less than RMB2,600,000 and the Transferee’s net assets as audited by US Auditor in 2007 shall be no less than RMB8,000,000. If the 2007 after-tax profits of Multiwin and Coson are no less than RMB2,600,000 and the 2007 net assets of Multiwin and Coson are no less than RMB8,000,000, the Transferee shall pay RMB 10,500,000 to the shareholder of Multiwin and Coson or its designees and release 102,368 shares of the pledged shares to the Transferor. The Transferor covenants that the Transferee’s after-tax profits in 2008 as audited by the US Auditor shall be no less than RMB 8,000,000. If the 2008 after-tax profits of Multiwin and Coson are no less than RMB8,000,000, the Transferee shall pay RMB 12,000,000 to the shareholder of Multiwin and Coson or its designees and release 102,368 shares of the pledge shares to the Transferor. The Transferor covenants that the Transferee’s after-tax profits in 2009 as audited by the US Auditor shall be no less than RMB 13,000,000. If the 2009 after-tax profits of Multiwin and Coson are no less than RMB 13,000,000, the Transferee shall pay RMB 8,000,000 to the shareholder of Multiwin and Coson or its designees and release the 68,247 shares of the pledge shares to the Transferor.
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 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. 8.1 The Transferor is an enterprise the title of which is vested with the whole people and which was incorporated and validly subsisting under the P.R.C. laws. The Transferor and its Affiliated Entities legally own the Target Assets and have not established, directly or indirectly, any pledge, third party interest or other restrictions thereupon. The Transferor has the right to transfer the Target Assets in accordance with this Agreement.
8.2 The Transferor shall obtain approval and filing by the SASAC on the assets valuation report submitted and complete the legal procedures on transfer of state-owned property rights in accordance with The Interim Administrative Measures on the Transfer of State-owned Property Rights and the applicable laws and regulations on state-owned assets management. In addition, the Transferor shall make all reasonable efforts to obtain from the SASAC its approval on the Transfer of the Target Assets and waiver on the on-exchange transactions thereof as soon as practical.
8.3 The execution and performance of this Agreement by the Transferor do not violate any contracts or agreements which are legally binding upon it.
8.4 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.
8.5 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 to the title of the immovable property rights.
8.6 The Transferor hereby makes the following representations, warranties and covenants in connection with the Target Entities as set out in Article 2.1 hereof:
(a) The Target Entities are incorporated and validly subsisting under the P.R.C. laws and has independent corporate capacity;
(b) The Target Entities 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 Entities are not exposed to any current or potential material litigations, claims, arbitration, administrative proceedings or oth...
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. In connection with this Agreement, the Transferor hereby represents, warrants and covenants to the Transferee as follows:
Representations, Warranties and Covenants of the Transferor