Representations and Warranties of the Pledgor Sample Clauses

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. 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.

Representations and Warranties of the Pledgor. The Pledgor represents and warrants to the Pledgee that 7.1 He is a natural person of full capacity for civil acts according to the PRC Laws, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can sue and be sued independently. 7.2 All reports, documents and information provided by them before effectiveness of this Agreement with respect to the Pledgor and all matters required by this Agreement are true, correct, complete and not misleading in all material respects when this Agreement becomes effective. 7.3 All reports, documents and information provided by them after effectiveness of this Agreement with respect to the Pledgor and all matters required by this Agreement are true and valid in all material respects when they are provided. 7.4 When this Agreement becomes effective, the Pledgor is the sole legal owner of the Pledged Equity Interest and there is not any pending or potential dispute over the title to the Pledged Equity Interest or any third party’s claim. The Pledgor has the right to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except for the security interest created over the Pledged Equity Interest under this Agreement or any right created under the Transaction Agreements, there is not any other security interest, any third party’s interest and other restrictions over the Pledged Equity Interest. 7.6 The Pledged Equity Interest may be pledged and transferred legally, and the Pledgor has full right and power to pledge the Pledged Equity Interest in favor of the Pledgee according to the provisions hereof. 7.7 This Agreement shall constitute legal, valid and binding obligations of the Pledgor after the Pledgor properly signs it. 7.8 Except for the equity interest pledge registration with the competent market regulation administration, any consent, permission, waiver or authorization of any third party or the approval, permit, waiver, registration or filing (if required by law) of any government authority required by execution and performance of this Agreement and the Pledge of Equity Interest under this Agreement have been obtained or completed, and shall remain fully valid during the term of this Agreement. 7.9 The execution and performance by the Pledgor of this Agreement shall not violate or contradict to any law applicable to him, any agreement to which he is a party or by which he is bound, or any court’s decision, arbitrator’s award, or any administrative authority’s decisio...