Predecessor Entity Clause Samples
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Predecessor Entity. To the Company's or any of its subsidiaries' Knowledge, none of the representations or warranties made herein with respect to the Company is materially untrue or incorrect with respect to any predecessor of the Company, the effect of which would subject the Company to material obligation or liability.
Predecessor Entity. (1) Within fifteen (15) Business Days of execution hereof, iSoftStone shall incorporate a limited liability company in Wuhan, Hubei Province, PRC (the “Predecessor Entity”) with registered capital of RMB75 million (¥75,000,000).
(2) Upon the establishment of the Predecessor Entity, iSoftStone shall promptly perform its capital contribution obligations specified in Section 2.3 above by contributing all registered capital it subscribed in a lump sum or in installments no later than October 31, 2012, namely, iSoftStone shall contribute RMB75 million (¥75,000,000) to the Predecessor Entity, and shall engage a qualified PRC accountant to verify the capital contribution and issue a capital verification report.
(3) Within three (3) months from the date of issuance of the business license of the Predecessor Entity by the competent Administration for Industry and Commerce having jurisdiction to register the Predecessor Entity (the “Predecessor Entity’s Date of Incorporation”), iSoftStone shall, and shall cause its Affiliates to, assign, transfer, deliver, or cause other party to assign, transfer, deliver, or contribute in the form specified by applicable laws, the following assets and personnel (unless otherwise agreed by the Parties in writing): iSoftStone shall contribute to the Predecessor Entity the Business Contributed by iSoftStone Group. Such contribution may be made by means of transferring current contracts undertaken by iSoftStone Group and new business contracts to be entered into by the Predecessor Entity in the future.
1) Contribution of Business Contributed by iSoftStone Group
a) The Business Contributed by iSoftStone Group to be contributed by iSoftStone to the JVCO shall be completely transferred to the Predecessor Entity pursuant to Appendix II by means of Direct Business Transfer.
b) Unless otherwise agreed by the Parties in writing, if iSoftStone fails to complete aforementioned Direct Business Transfer within three (3) months of the Predecessor Entity’s Date of Incorporation, it shall complete the Back-to-Back Business Transfer within three (3) months of Predecessor Entity’s Date of Incorporation.
c) Direct Business Transfer and Back-to-Back Business Transfer are collectively referred to as “Business Transfer”.
d) Notwithstanding the above, with respect to Business Contributed by iSoftStone Group to be contributed by iSoftStone to the Predecessor Entity, all business relating to key clients consented to by the Parties between January 1, 2012 to ...
