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SEC Filings

10-Q
SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017
Entire Document
 
 

Execution Version

 

 

Article 3
Representations, Warranties and Covenants of the Company

 

Disclosure information of the Company shall include: (i) any information disclosed in the Company's SEC Document prior to the date of this Agreement, excluding any factual disclosure related to risk factors, risk disclosure in Disclaimer and any risk disclosure in the predictable or forward-looking disclaimer or others statements in essence included in the Company's SEC Document; (ii) corresponding contents in the Disclosure Schedule. In addition to paragraphs (i) and (ii), the Company hereby represents warranties and covenants to the Purchaser, as follows:

 

3.1          Organization and Structure.

 

(a)               Company. The Company is an enterprise duly incorporated, validly existing and in good standing under the laws of Nevada, its jurisdiction of incorporation. In any jurisdiction where the character of the Company’s property that is owned, leased and operated by it, or the nature of its business makes such qualification necessary, the Company is a foreign firm with good standing and of qualification or ability required, except that such failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company. The Company has obtained requisite corporate power and authorization that are necessary to own, use and lease various properties thereof, and operate any business it is now being conducted as described in the Company's SEC Documents.

 

(b)               Subsidiary (ies). All Subsidiaries of the Company have been listed in Article 3.1(b) of Disclosure Schedule (hereinafter referred to as "Subsidiary/Subsidiaries"), including the name of the Subsidiary, its jurisdiction where such Subsidiaries were incorporated or established, registered capital (including the percentage ownership held directly or indirectly by the Company and other equity holder of subsidiary). All Subsidiaries listed in Article 3.1(b) of Disclosure Schedule are duly incorporated, validly existing and in good standing under the laws of the jurisdiction of incorporation. In any jurisdiction where the character of the Subsidiary’s property that is owned, leased and operated by it, or the nature of business makes such qualification necessary, the Subsidiary is a foreign firm with good standing and of qualification or ability required, except that such failure to be so qualified or in good standing would not have a Material Adverse effect on the Company. All Subsidiaries have obtained requisite corporate power and authorization that are necessary to own, use and lease various properties thereof, and operate any business as it is now being conducted. Unless otherwise stated in Article 3.1(b) of Disclosure Schedule, each subsidiary is a wholly owned subsidiary of the Company.

 

3.2          Due Authorization.

 

The Company has any and all requisite corporate powers and authorizations that are necessary to enter into and deliver this Agreement and each of the Transaction Agreements, to perform any obligations referred in preceding agreement to reach any proposed transactions, subject to receipt of Shareholders’ approval (if applicable). Other than receipt of the Shareholders’ approval, the execution, delivery and performance of this Agreement, Proposed Transactions have been duly and properly authorized through the Company’s actions on the part of the Company that are necessary. The Company has duly and validly entered into and delivered this Agreement and each of the Transaction Agreement and assuming that the other parties hereto have been duly authorized, formally entered into and delivered this Agreement and each of the Transaction Documents as well, the terms of aforesaid agreements shall constitute the valid and binding obligations of the Company, against which the Company can be enforced in accordance with its terms, provided, however, that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws which are generally are affecting the rights of both creditors and the Parties, and such enforcement may be subject to the basic principles of equity (regardless of whether in common law or in equitable legal proceedings) (hereinafter referred to as "Enforcement Exceptions").

 

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