中伦-外资并购、外商投资、中国对外投资团队 笔试题 翻译终版答案-markup-190615.pdfVIP

（四）

The Seller and the Company hereby represent and warrant to the Purchaser that

at the date of signing this Agreement as follows,

(1) The Company is a limited liability company established and validly existing

under the laws of the PRC and has not made any outward investment, including

but not limited to, establishing, investing in or participating in any entity, joint

venture, partnership or any other affiliate ;

(2) The Companys production, operation and business activities are in

compliance with the relevant laws and regulations in all material respects since

its establishment, including but not limited to business, taxation, foreign

exchange, fire control, labor and etc., and does not result in any violation of law

nor received any form of punishment from any governmental authorities;

(3) The Seller is the legal owner and beneficiary owner of the Target Equity, the

Target Equity constitutes 100% of the total equity of the Company, and the

corresponding contribution to the Target Equity has been fully paid. The Seller

has the full right to dispose the Target Equity. There is no mortgage or other

right restrictions on the Target Equity, and the Companys net assets is more

than or equal to zero as of the equity transfer date,;

(4) The Company shall not involve in any ongoing litigation, arbitration,

administrative punishment, administrative reconsideration or other legal

proceedings against the Company nor be responsible for any legal liability or

obligation upon any judgment or decision of the Company made by courts,

arbitration institutions and other judicial and administrative authorities;

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(5) All the contracts, agreements or other documents binding or involving in

relevant rights and obligations signed by the Company since the establishment of

the Company have been executed without any subsequent obligations or without

any disp