Examples of TX China in a sentence
There is no litigation pending or threatened against TX China or any of the TX China Subsidiaries in connection with or as a result of the Reorganization.
Except as set forth in Section 3.08 of the Disclosure Schedule, TX China and TX China Subsidiaries are the legitimate owners or licensees of the Intellectual Property, free of any Security Interest.
However, in the event that for any reason that the transactions contemplated hereby could not be completed, TX China shall pay 75% of the cost of the auditing and AAAC shall pay 25% of the auditing, unless the auditor cannot issue a "no reservation" opinion.
All proceedings, corporate or otherwise, to be taken by TX China and each TX China Shareholder in connection with the consummation of the transactions contemplated by this Agreement shall have been <PAGE> duly and validly taken, and copies of all documents, resolutions and certificates incident thereto, duly certified by TX China and each TX China Shareholder, as appropriate, as of the Closing, shall have been delivered to AAAC.
Except as otherwise disclosed in Section 3.06 of the Disclosure Schedule, neither TX China nor any TX China Subsidiary has any Major Liabilities in excess of RMB 1,000,000 (inclusive of RMB 1,000,000) ("Major Liabilities").
Upon the terms and subject to the conditions hereof, at the Closing (as defined in Section 2.01), the TX China Shareholders shall sell, transfer, assign and convey to AAAC, and AAAC shall purchase from the TX China Shareholders, the TX China Equity representing all of the registered capital of TX China and all of the right, title and interest of the TX China <PAGE> Shareholders in and to the TX China Equity.
Except as otherwise disclosed in Section 3.03 of the Disclosure Schedule, TX China shall be the only registered and beneficial owner of all of the equity interests of each TX China Subsidiary free from all security interest, such as liens, charges and other encumbrances, and all claims of any creditor.
All the <PAGE> registered capital of TX China has been duly paid in full.
In the event of termination and abandonment by AAAC or by TX China, or both, pursuant to Section 9.01 hereof, written notice thereof shall forthwith be given to the other Party, and except as otherwise provided in this Agreement or pursuant to relevant Laws, all further obligations of the Parties shall terminate, no Party shall have any right against the other <PAGE> Party hereto.
No representation or warranty by AAAC contained in this Agreement and no information contained in any Schedule or other instrument furnished or to be furnished to TX China or the TX China Shareholders pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.