Representations and Warranties of WFOE Clause Samples

Representations and Warranties of WFOE. WFOE hereby makes the following representations and warranties for the benefit of ▇▇▇ ▇▇▇▇ and the Shareholders:
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Representations and Warranties of WFOE. WFOE hereby makes the following representations and warranties for the benefit of ICP Co and the Shareholders:
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Representations and Warranties of WFOE. 独资企业向上海谨务作出如下陈述和保证并与上海谨务协定如下： The WFOE represents and warrants to Shanghai Jinwu and agrees with Shanghai Jinwu as follows: (a) The WFOE is a wholly foreign-owned enterprise, duly organized and validly existing under the laws of the PRC; (b) The WFOE has full corporate power required to execute and deliver this Agreement and perform its obligations hereunder. Upon execution, this Agreement shall constitute legal, valid and binding obligations of the WFOE, and is enforceable against it in accordance with its terms; Neither the execution of this Agreement nor the performance by the WFOE of its obligations hereunder will conflict with, violate or breach: (i) any provisions of the business license or articles of association of the WFOE; (ii) any law, by-law, regulation, authorization or approval of any governmental agency or agency applicable to the WFOE or (iii) Any provision of contracts and agreements to which the WFOE is a party or a subject; (c) There are no pending or, to the knowledge of the WFOE, threatened litigation, arbitration, legal, administrative or other proceedings or governmental investigation against the WFOE with respect to the subject matter of this Agreement or that could affect in any way the ability of the WFOE to enter into or perform this Agreement; and (d) All documents, statements and materials in the possession of the WFOE from any Governmental Authority in connection with the transactions contemplated hereby have been disclosed to Shanghai Jinwu and no document previously provided by the WFOE to Shanghai Jinwu contains any untrue statement of material fact or omits to state any material fact necessary to make the statements contained in this Agreement not misleading.
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Representations and Warranties of WFOE. WFOE represents and warrants to the shareholders of Long-Spring Education Holding and the Domestic Affiliates as follows: a) WFOE is a wholly foreign-owned enterprise duly registered and validly existing in accordance with the PRC laws. It has independent legal personality; it has full and independent legal status and legal capacity to execute, deliver and perform the Agreement, and can independent be a subject of litigation; b) The Agreement, after being executed by WFOE, constitutes a legal, valid and binding obligation of it; c) WFOE has full rights, powers and authorities to execute and deliver the Agreement and all other documents related to the transaction described in the Agreement and to be executed, and it has full rights, powers and authorities to complete the transactions described in the Agreement; d) There aren’t any pending or, to the knowledge of WFOE, threatening lawsuits, legal proceedings or claims in any courts, arbitral tribunals, government authorities or administrative authorities against WFOE or its assets, which may have an adverse effect on the financial position of WFOE or on its ability to perform its obligations under the Agreement; and e) Its execution of the Agreement and performance of its obligations under the Agreement do not violate the laws, regulations or rules currently in force and applicable to it, nor violate any court’s judgment, or any arbitral agency’s award, or any administrative authority’s decision, approval, license or any other agreement to which it is a party or which is binding upon the assets held by it, nor result in suspension, revocation, confiscation or failure of renewal of any government authority’s approval or license applicable to it.
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Representations and Warranties of WFOE. The WFOE represents and warrants to S▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and agrees with S▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as follows: (a) The WFOE is a wholly foreign-owned enterprise, duly organized and validly existing under the laws of the PRC; (b) The WFOE has full corporate power required to execute and deliver this Agreement and perform its obligations hereunder. Upon execution, this Agreement shall constitute legal, valid and binding obligations of the WFOE, and is enforceable against it in accordance with its terms; Neither the execution of this Agreement nor the performance by the WFOE of its obligations hereunder will conflict with, violate or breach: (i) any provisions of the business license or articles of association of the WFOE; (ii) any law, by-law, regulation, authorization or approval of any governmental agency or agency applicable to the WFOE or (iii) Any provision of contracts and agreements to which the WFOE is a party or a subject; (c) There are no pending or, to the knowledge of the WFOE, threatened litigation, arbitration, legal, administrative or other proceedings or governmental investigation against the WFOE with respect to the subject matter of this Agreement or that could affect in any way the ability of the WFOE to enter into or perform this Agreement; and (d) All documents, statements and materials in the possession of the WFOE from any Governmental Authority in connection with the transactions contemplated hereby have been disclosed to Shanghai Jinyou and no document previously provided by the WFOE to Shanghai Jinyou contains any untrue statement of material fact or omits to state any material fact necessary to make the statements contained in this Agreement not misleading.
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Related to Representations and Warranties of WFOE

  • Representations and Warranties of ▇▇▇▇ ▇▇▇▇ hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of ▇▇▇▇▇ ▇▇▇▇▇ hereby represents and warrants to Amylin as of the Effective Date that:

  • Representations and Warranties of ▇▇▇▇▇▇ In connection with the Awarded Common Shares, ▇▇▇▇▇▇ makes the following representations and warranties to the Company: (i) ▇▇▇▇▇▇ has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Awarded Common Shares and to make an informed investment decision with respect thereto. ▇▇▇▇▇▇ can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period. (ii) ▇▇▇▇▇▇ is acquiring these securities for investment for ▇▇▇▇▇▇’▇ own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. ▇▇▇▇▇▇ does not have any present intention to transfer the Awarded Common Shares to any third party. (iii) ▇▇▇▇▇▇ understands that the Awarded Common Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of ▇▇▇▇▇▇’▇ investment intent as expressed herein. (iv) ▇▇▇▇▇▇ further acknowledges and understands that the Awarded Common Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. ▇▇▇▇▇▇ further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. ▇▇▇▇▇▇ understands that the certificate(s) evidencing the Awarded Common Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Company. (v) ▇▇▇▇▇▇ is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. ▇▇▇▇▇▇ understands that the Company provides no assurances as to whether ▇▇▇▇▇▇ will be able to resell any or all of such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales of securities take place only after the holder has held the Awarded Common Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company as follows:

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement: