Representations and Warranties of the Pledgor. The Pledgor represents, warrants, and covenants to the Pledgee as follows:
(a) the execution, delivery and performance of this Pledge Agreement and the pledging of the Collateral hereunder do not and will not conflict with, result in a violation of, or constitute a default under, any agreement binding upon the Pledgor;
(b) the Pledged Shares are and will continue to be owned by the Pledgor free and clear of any liens or rights of any other person except the lien hereunder and under the Loan Agreement in favor of the Pledgee, and the security interest of the Pledgee in the Pledged Shares and the proceeds thereof is and will continue to be prior to and senior to the rights of all others;
(c) this Pledge Agreement is the legal, valid, binding and enforceable obligation of the Pledgor in accordance with its terms;
(d) the Pledgor shall, from time to time, upon request of the Pledgee, promptly deliver to the Pledgee such stock powers, proxies, and similar documents, satisfactory in form and substance to the Pledgee, with respect to the Collateral as the Pledgee may reasonably request; and
(e) subject to the first sentence of section 4(b), the Pledgor shall not, so long as any Liabilities are outstanding, sell, assign, exchange, pledge or otherwise transfer or encumber any of its rights in and to any of the Collateral.
Representations and Warranties of the Pledgor. Each of the Pledgor hereby makes the following representations and warranties to the Pledgee and confirms that the Pledgee executes this Agreement in reliance on such representations and warranties:
4.1 Each of the Pledgor is the legal owner of the Equity Interest that has been registered in his/her name, and is entitled to create a pledge on such Equity Interest.
4.2 None of the Pledged Collateral or the Pledge will be interfered with by any other pledgee at any time once the Pledgee exercises the rights of the Pledge in accordance with this Agreement.
4.3 The Pledgee shall be entitled to dispose or assign the Pledge in accordance with the relevant laws and this Agreement.
4.4 All necessary authorizations have been obtained for the execution and performance of this Agreement by each of the Pledgor and the execution and performance of this Agreement by each of the Pledgor does not violate any applicable laws or regulations. The representative of each of the Pledgor who signs this Agreement is lawfully and effectively authorized.
4.5 Each of the Pledgor warrants that there is no on-going civil, administrative or criminal litigation or administrative punishment or arbitration related to the Equity Interest and is not aware of any such action pending or likely to be pending in the future as of the date of this Agreement.
4.6 There are no outstanding taxes, fees or undecided legal procedures related to the Equity Interest as of the date of this Agreement.
4.7 Each stipulation hereunder is the expression of each Party’s true intention and shall be binding upon all the Parties.
Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee, and covenants with the Pledgee, that:
(a) the Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and such shares or other equity interests are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Pledgee created by this Agreement;
(b) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Shares or any of the other Pledged Collateral;
(c) this Agreement is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;
(d) the Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and the holders thereof are not entitled to any preemptive first refusal or similar rights;
(e) no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement;
(f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the articles or certificate of incorporation, bylaws or any other similar organizational documents of the Pledgor or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of the assets of the Pledgor, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor or the Company, except as otherwise contemplated by this Agreement; and
(g) the pledge, assignment and delivery of the Pledged Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Shares and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or ass...
Representations and Warranties of the Pledgor. The Pledgor hereby represents and warrants to the Collateral Agent and the Trust that:
Representations and Warranties of the Pledgor. 5.1 The Pledgor is the legal owner of Pledged Equity Interests.
5.2 Once the Pledgee intends to exercise the rights of the Pledgee under this Agreement anytime, it shall be protected from any interference from any other party.
5.3 The Pledgee has the right to dispose of or transfer the Pledge Right in the way as described hereunder.
5.4 The Pledgor has never created any other pledge right or any other third party right over the equity interests except towards the Pledgee.
Representations and Warranties of the Pledgor. 5.1. The Pledgor is the legal owner of the Pledged Equity.
5.2. At any time when the Pledgee exercises the rights of pledgee in accordance with this Pledge Agreement, there shall be no interference from any other party.
5.3. The Pledgee shall have the right to dispose and transfer the Pledge in accordance with the provisions of this Agreement.
5.4. Except for the benefit of the Pledgee, the Pledgor has not created any pledge or third party rights on the Pledged Equity.
5.5. The pledge of the Pledged Equity by the Pledgor hereunder neither violates any national laws, regulations or governmental policies, nor breaches any contract, agreement with or commitment made to any third party by the Pledgor.
Representations and Warranties of the Pledgor. To induce the Collateral Agent, the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, the Pledgor hereby represents and warrants to the Collateral Agent and each other Secured Party that:
4.1.1 The shares of Pledged Stock pledged by the Pledgor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of the Borrower owned by the Pledgor.
4.1.2 [Reserved].
4.1.3 The Pledgor is the record and beneficial owner of, and has good title to, the Pledged Stock pledged by it hereunder, free of any and all Liens securing Indebtedness owing to any other Person, except the security interest created by this Agreement and Liens arising by operation of law or Permitted Liens.
4.1.4 Upon delivery to the Collateral Agent or the applicable Collateral Representative, as applicable, in accordance with any applicable Intercreditor Agreement, of the certificates evidencing the Pledged Stock held by the Pledgor together with executed undated stock powers or other instruments of transfer, the security interest created in the Pledged Stock constituting certificated securities by this Agreement, assuming the continuing possession of the Pledged Stock by the Collateral Agent or the applicable Collateral Representative, as applicable, in accordance with any applicable Intercreditor Agreement, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority of the Liens of the applicable Collateral Representative) security interest in the Pledged Stock to the extent provided in and governed by the Code, in each case subject to no Liens other than Permitted Liens (and any applicable Intercreditor Agreement), enforceable in accordance with its terms against all creditors of the Pledgor and any Persons purporting to purchase the Pledged Stock from the Pledgor, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
Representations and Warranties of the Pledgor. 5.1 The Pledgor is the legal owner of the Equity Interests and has approved the Pledge with resolutions adopted at its shareholders meeting (See Appendix II).
5.2 Except for the benefit of the Pledgee, no other pledge or security has been created upon the Equity Interests.
Representations and Warranties of the Pledgor. The Pledgor makes the following representations and warranties when signing the Agreement, and acknowledges that the Pledgee has relied on such representations and warranties to sign and perform the Agreement:
5.1 If the Pledgor is a natural person, the Pledgor is a Chinese citizen that has full capacity for civil conduct to sign and perform the Agreement and bear legal responsibilities under the Agreement. If the Pledgor is a legal person, it is a limited liability company that is incorporated and in good standing under Chinese laws, and has full and independent legal capacity to enter into, sign and perform the Agreement.
5.2 The Pledgor is the legal owner of the Stocks hereunder, and has the right to provide guarantees to the Pledgee in respect of such Stocks.
5.3 Since the signing of the Agreement until the date when the Pledgee exercises the Right of Pledge according to Article 2.4 hereunder, no other party shall file a claim against or intervene with the Pledgee’s exercise or realization of its rights hereunder even if such claim or intervention is permitted by law or justified.
5.4 The Pledgee is entitled to exercise the Right of Pledge according to laws and the Agreement.
5.5 The Pledgor has acquired all required corporate authority and has not violated any applicable laws or regulations when signing the Agreement and performing its obligations hereunder. The representatives that sign the Agreement have been duly and legally authorized.
5.6 Except the Pledge hereunder, the Stocks owned by the Pledgor is not subject to any other encumbrance or any third-party security interest in any form (including but not limited to pledges), and the ownership of the Stocks is not subject to any dispute.
5.7 There is no any ongoing or potential civil, administrative or criminal lawsuit, administrative punishment or arbitration in respect of the Stocks. The Pledgor is not and will not be subject to any pending or potential claim, dispute, lawsuit, arbitration, administrative proceeding or any other legal proceeding that may seriously or negatively impact the Pledgor’s capability of performing the Agreement.
5.8 There are no overdue taxes or fees, or any pending legal proceedings or formalities that should have been paid or completed in respect of the Stocks.
5.9 All the terms and provisions hereunder reflect the true intention of the Pledgor, and shall be binding upon the Pledgor. The Agreement will become binding upon the Pledgor and legally enforceable upon signi...
Representations and Warranties of the Pledgor. 5.1 The Pledgor is the legitimate owner of the Equity Interest;
5.2 The Pledgor fully understands the contents of the Master Contract. She signs and performs this Contract on a voluntary basis and all her actual meaning is truly expressed herein. The Pledgor is legally authorized to execute this Contract;
5.3 All documents, information, statements and evidence provided by the Pledgor to the Pledgee are accurate, true, complete and valid;
5.4 The Pledgor acknowledges that the Pledgee shall have the right to dispose of and transfer the Pledge Right in a manner stipulated herein and within the scope restricted by the PRC laws;
5.5 Except for the interest of the Pledgee, the Pledgor has not created other pledges, any other kinds of rights or any third party rights over the Equity Interest;
5.6 The Pledgor has obtained the consent of other shareholders of Guanli to pledge the Equity Interest, and the other shareholders have unanimously agreed that they will not interfere by any means and will give up the exercise of their pre-emptive right when the Pledgee actually exercises the Pledge Right.
