声明和保证-股权转让协议英文版

1、REPRESENTATIONS AND WARRANTIESEQUITY TRANSFER AGREEMENTTABLE OF CONTENTS1. REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE PRINCIPAL 11.1 Representations and Warranties of the Vendors1(a) Corporate1(b) Subsidiaries1(c) Binding Agreement, Validity of Transactions 1(d) Licences, Permits and Autho

2、rizations2(e) Capitalization2(f) Ownership of Purchased Shares and Shares of Subsidiaries3(g) Financial Statements3(h) Absence of Undisclosed Liabilities 4(i) Tax Matters4(j) Absence of Changes6(k) Absence of Unusual Transactions6(l) Title to Properties7(m) Leases of Personal Property7(n) Leases of

3、Real Property.8(o) Real Property8(p) Fixed Assets9(q) Condition of Assets9(r) Litigation 10(s) Inventories10(t) Accounts Receivable10(u) Material Contracts 10(v) Employment Matters 11(w) Insurance12(x) Copies of Agreements, etc 12(y)Intellectual Property 12(z)Compliance with Laws 13(aa)Contracts wit

4、h Non-Arm' s Length Persons13(bb)Agreements Restricting Business14(cc)Bank Accounts, etc14(dd)Absence of Guarantees.14(ee)Corporate Records14(ff)Right to Sell15(gg)Consents15(hh)Environmental Matters15(ii)Full Disclosure162. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 172.1 Representations a

5、nd Warranties of the Purchaser17(a) Corporate 17(b) Authority 17(c) Enforceability172.2 Non-Waiver182.3 Nature and Survival of Vendor ' s Representations and Warranties182.4 Survival of Purchaser ' s Representations and Warranties18SHARE PURCHASEREPRESENTATIONS AND WARRANTIES1. REPRESENTATIO

6、NS AND WARRANTIES OF THE VENDOR AND THE PRINCIPALIf acting for the Vendor, many of these representations and warranties should be qualified by a materiability “ andf-kn'owledge “ qualifications. If the Vendor' s counsel insists on amateriability qualification, that qualification should be re

7、stricted to relate to specific factual representations, as opposed to having the Vendor responsible for only material liabilities.Also consider adding “ after due inquiry “ on certain representations if acting for the Vendor.1.1 Representations and Warranties of the VendorsThe Vendors jointly and se

8、verally represent and warrant to the Purchaser (and acknowledge that the Purchaser is relying on the representations and warranties in completing the transactions contemplated by this Agreement) that:(a) CorporateEach of the Corporation and the Subsidiaries is a corporation duly incorporated and org

9、anized 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 assets and to carry on the Business as presently conducted. The Corporation has made all filings and registrations under all applicable laws a

10、nd 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 leased by the Corporation makes such qualification necessary.(b) SubsidiariesThe Corporation does not own, directly or indirectly, nor has it agreed to acquire (i) any of the outstanding shares or securities convertible into shares of any other corporation, or (ii) any participating interest