Representations and Warranties of Party B. Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement:
4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms;
4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and
4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge Agreement.
Representations and Warranties of Party B. 5.1 Party B is the lawful holder of the Equity Interest.
5.2 The Pledgee shall not be interfered with by any third party at any time when the Pledgee exercising its rights in accordance with this Agreement.
5.3 The Pledgee shall be entitled to exercise or assign the Pledge in accordance with this Agreement.
5.4 The Pledgor shall not pledge or encumber the Equity Interest to any third party except for the Pledgee.
Representations and Warranties of Party B. 1. Except for the pledge hereunder, Party B has not created and will not create any other pledge or right limitation over the Pledged Shares.
2. Without the prior written consent of Party A, Party B shall not transfer the Pledged Shares.
3. In case of any event that would affect the pledge held by Party A hereunder or the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement , as the case may be, Party B shall immediately notify Party A. Party B shall not engage in or permit any act that may have an adverse effect on the obligations of Party B and the Operating Company under this Agreement, the Exclusive Support Services Agreement, the Exclusive Option Agreement or the Proxy Agreement .
4. Without the prior written consent of Party A, Party B shall not engage in any act that may affect the status of its assets, including without limitation any borrowing, guarantee or acquisition or disposal of any material assets.
5. Party B warrants that the pledge held by Party A hereunder will be free from any interference or damage by Party B, its successors, representatives or any other third party.
6. For the effectuate of the purpose of this Agreement, Party B shall take the actions reasonably considered necessary by Party A with might and main, including registration of the share pledge herein, and execute the documents that Party A is deemed as necessary.
7. Party B hereby expressly waive any right may available to it under the laws of the PRC that may affect the pledge held by Party A hereunder, including without limitation any related preemptive right, right of subrogation and right of prior consent.
8. Party B legally owns the Pledged Shares and has the right to pledge, transfer or otherwise dispose of the Pledged Shares or any portion thereof. The Pledged Shares are free from any dispute over ownership as of the signature date of this Agreement.
9. Party B undertakes to comply with and perform all the guarantees, commitments, agreements, representations and terms contained herein. In the event of any default or failure to perform any part of this Agreement on the part of Party B, Party A shall have the right to file an indemnity to Party B for its losses arising therefrom.
Representations and Warranties of Party B. Party B hereby represents and warrants to Party A as follows:
Representations and Warranties of Party B. 5.1 Party B is the legal owner of the Equity Interest.
5.2 Except as otherwise provided hereunder, Party A shall not be interfered with by any parties at any time when Party A is exercising its rights in accordance with this Agreement.
5.3 Except as otherwise provided hereunder, Party A shall be entitled to exercise, dispose of or assign the Pledge in accordance with this Agreement.
5.4 Party B shall not pledge or encumber the Equity Interest to any other person except for Party A.
Representations and Warranties of Party B. To induce Party A to enter into this Amendment, Party B hereby represents and warrants as follows:
Representations and Warranties of Party B. Party B represents and warrants to Party A as follows:
9.1 Party B is the owner or State authorized manager of the collaterals hereunder, and has full right to dispose of the collaterals. There is no dispute over the ownership, use right or right of operation or management in the collaterals. The provision of the mortgage to Party A has been authorized or approved by Party B according to the required procedure and authorization set forth in its articles or association, and does not violate any laws, regulations or other rules.
9.2 If Party B is a listed company or a company controlled by a limited company, it undertakes that it has performed the obligation of disclosing information of the mortgage according to the Securities Law, the Rules for Listing of Stocks at Stock Exchange, and other laws, regulations and rules.
9.3 It is willing to provide the mortgage for the debtors, and its expression of intent hereof is true. If the principal debts secured by this agreement is financing for international or domestic trade, Party B acknowledges that the underlying trade on which the financing is based is true and free of any fraud.
9.4 The mortgage may be created over the collaterals hereof, from of any restrictions.
9.5 If the collaterals have any defect, the defect has been fully and reasonable explained.
9.6 The collaterals are not sealed up, attached or in custody.
9.7 If the collaterals are leased out in whole or in part, Party B has notified the lessee of the mortgage, and informed Party A in writing of the lease.
9.8 There is no other mortgage over the collaterals. If there is, Party B has informed in writing Party A of such other mortgage in details.
9.9 The collaterals are not co-owned by Party B and others. If they are, Party B has obtained written consents from other co-owners with respect to the mortgage.
9.10 If the principal debts secured by this agreement is financing for international trade, Party accepts and agrees to the international practices of relevant business.
Representations and Warranties of Party B. 7.1 Party B is a limited liability company duly registered and legally existing in accordance with its Chinese laws, with independent legal personality, complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as a litigation subject.
7.2 Party B has full power and authority to sign and deliver this Agreement and all other documents to be signed that are related to the transactions described in this Agreement and has full power and authority to complete the transactions described in this Agreement. This Agreement shall be legally and properly signed and delivered by Party A. This Agreement constitutes a valid and binding obligation of Party A, enforceable against it in accordance with the terms hereof.
7.3 Party B shall promptly report to Party A the situations that have or may have significant adverse effects on business and operation of Party B, and try its best to prevent the occurrence of such situations and/or the expansion of losses.
7.4 Without the written consent of Party A, Party B shall not dispose of its important assets in any form, nor change its existing shareholding structure.
Representations and Warranties of Party B. Party B hereby represents and warrants to Party A that
8.1 it is a limited liability company duly established and validly existing under the laws of China who has separate legal personality, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can xxx and be sued independently.
8.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executed, and has full power and authority to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal and binding obligations, and is enforceable against it according to the terms hereof.
Representations and Warranties of Party B. Party B hereby represents and warrants to Dealer (each of such representations to be deemed part of Section 3(a) of the Agreement) as of the date hereof and on the Effective Date of each Transaction, and, in the case of clause (b), on such dates and on each Settlement Date for such Transaction, that:
