REPRESENTATIONS AND WARRANTIES
EQUITY TRANSFER AGREEMENT
TABLE OF CONTENTS
1.REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND
THE PRINCIPAL (1)
1.1Reprentations and Warranties of the Vendors (1)
(a)Corporate (1)
(b)Subsidiaries (1)
(c)Binding Agreement, Validity of Transactions (1)
(d)Licences, Permits and Authorizations (2)
(e)Capitalization (2)
队列条令(f)Ownership of Purchad Shares and Shares of Subsidiaries (3)
(g)Financial Statements (3)
(h)Abnce of Undisclod Liabilities (4)
什么是汽车美容(i)Tax Matters (4)
(j)Abnce of Changes (6)
(k)Abnce of Unusual Transactions (6)
(l)Title to Properties (7)
(m)Leas of Personal Property (7)
(n)Leas of Real Property (8)
(o)Real Property (8)
(p)Fixed Asts (9)
(q)Condition of Asts (9)
(r)Litigation (10)
(s)Inventories (10)
(t)Accounts Receivable (10)
(u)Material Contracts (10)
(v)Employment Matters (11)
(w)Insurance (12)
(x)Copies of Agreements, etc. (12)
(y)Intellectual Property (12)
(z)Compliance with Laws (13)
(aa)Contracts with Non-Arm’s Length Persons (13)
(bb)Agreements Restricting Business (14)
(cc)Bank Accounts, etc. (14)
同学聚会讲话(dd)Abnce of Guarantees (14)
感谢贫穷(ee)Corporate Records (14)
(ff)Right to Sell (15)
(gg)Connts (15)
(hh)Environmental Matters (15)
(ii)Full Disclosure (16)
2.REPRESENTATIONS AND WARRANTIES OF THE PURCHASER (17)
2.1Reprentations and Warranties of the Purchar (17)
(a)Corporate (17)
(b)Authority (17)
(c)Enforceability (17)感情经典语录
2.2Non-Waiver (18)
2.3Nature and Survival of Vendor’s Reprentations and Warranties (18)
2.4Survival of Purchar’s Reprentations and Warranties (18)
SHARE PURCHASE我们十八岁
REPRESENTATIONS AND WARRANTIES
1.REPRESENTATIONS AND WARRANTIES OF THE
VENDOR AND THE PRINCIPAL
If acting for the Vendor, many of the reprentations and warranties should be qualified by “materiability” and “best-of-knowledge” qualifications. If the Vendor’s counl insists on a materiability qualification, that qualification should be restricted to relate to specific factual reprent
ations, as oppod to having the Vendor responsible for only material liabilities.
Also consider adding “after due inquiry” on certain reprentations if acting for the Vendor.
1.1Reprentations and Warranties of the Vendors
The Vendors jointly and verally reprent and warrant to the Purchar (and acknowledge that the Purchar is relying on the reprentations and warranties in completing the transactions contemplated by this Agreement) that:
1036年
(a)Corporate
Each of the Corporation and the Subsidiaries is a corporation duly incorporated and
organized and is validly existing and in good standing under the laws of [ ]
and has all necessary corporate power, authority and capacity to own its properties
and asts and to carry on the Business as prently conducted. The Corporation has
made all filings and registrations under all applicable laws and is duly qualified as a
corporation to carry on business, and is in good standing, in each jurisdiction in
which the nature of the Business, or the property owned or lead by the Corporation
makes such qualification necessary.
(b)Subsidiaries
小班社会活动The Corporation does not own, directly or indirectly, nor has it agreed to acquire
(i) any of the outstanding shares or curities convertible into shares of any other
corporation, or (ii) any participating interest in any partnership, joint venture or other
business enterpri, other than the Subsidiaries or as t out in Schedule [ ].
(c)Binding Agreement, Validity of Transactions
