发布时间 : 星期六 文章股权购买协议模板（英文、BVI公司） - 图文更新完毕开始阅读
The issued and outstanding shares of the Company have been duly authorized and validly issued and are fully paid and non-assessable, free and clear of pre-emptive rights or any other similar rights and free and clear of any liabilities, obligations, liens, claims, security interests, Encumbrances or contingencies or any nature suffered or permitted by the Company. 4. Financial and taxation
（1） Each of the Company and the Seller has duly complied and will continue duly to
comply with its obligations to account the relevant tax authorities for all amounts for which it is or may become accountable in respect of taxation. （2） All returns in connection with taxation that should have been made by each of
the Company and the Seller currently and on a proper basis or is being handled by the accountants of each of the Company and the Seller and will continue to be so made. （3） Each of the Company and the Seller has duly and punctually paid all taxation,
duties and levies which it has become liable to pay and is under no liability to pay any penalty or interest in connection with any claim for taxation. （4） Except as disclosed to the Purchaser, there are no debts, liabilities, or claims
owed by or against the Company, whether contingent or otherwise. The Company is not a guarantor or indemnifier of, nor has it provided security for, any facilities of any Person. 5. Assets
（1） The Company solely owns or leases all its properties and assets necessary to
conduct the business and operations as presently conducted and proposed to be conducted, and none of such leased properties or assets is owned by the Seller. The Company has good and marketable title to all its properties and assets, both real and personal, including without limitation all properties and assets set forth on its financial statements, and have good title to all its leasehold interests, in each case not being subject to any Encumbrance. With respect to leased properties and assets, the the Company and the Seller is in compliance in all material respects with all applicable leases. All properties and assets of the Company are in a good state of repair and in good working condition other than any normal wear and tear. None of the assets of the Company is a state-owned asset, and inasmuch, none of the assets of the Company is required by applicable Law to undergo any form of valuation procedure prior to the consummation of the transactions contemplated by this Agreement. 6. Litigation
There is no action, proceeding, or investigation or legal, administrative, arbitral or other method of settling disputes or disagreement against the Company or the Seller in connection with its, his or her relationship with the Company, or, to the actual knowledge of the Seller, against any employee, officer or director of the Company in connection with their relationship with the Company, pending or, to the actual knowledge of the Seller, threatened, or any basis thereof to the actual knowledge of the Seller, including but not limited to any action, proceeding or investigation that questions the validity of this Agreement, the right of the Seller to enter into this Agreement and any other documents referred to herein to which such Warrantor is a party, the right of Seller to consummate the transactions contemplated by this Agreement, or that would result, either individually or in the aggregate, in any Material Adverse Event.
PART B
WARRANTIES AND REPRESENTATION OF THE PURCHASER
1. Organization, Good Standing and Qualification.
The Purchaser is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation. 2. Corporate Power and Authorization.
The Purchaser has all requisite power and authority to execute and deliver this Agreement and any other document to which it is a party and to carry out and perform its obligations thereunder. All actions on the part of the Purchaser necessary for the authorization, execution and delivery of this Agreement and any other document referred to herein to which it is a party and the performance of all obligations of such Creditor thereunder has been taken or will be taken prior to each of the Closing. this Agreement and any other document to which the Purchaser is a party have been duly executed and delivered by the Purchaser, and constitute valid and legally binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.