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SC 13D
TOP FORTUNE WIN LTD. filed this Form SC 13D on 04/05/2018
Entire Document
 

 

power hereby granted to the Guaranteed Party or allowed it by Law shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time, provided that the exercise of such right, remedy and power by the Guaranteed Party shall not result in any duplication of obligations of the Guarantor, HoldCo, Parent, Merger Sub or any of their Affiliates. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent or any other person (including any Other Guarantor) liable for any portion of the Obligations prior to proceeding against the Guarantor hereunder, and the failure by the Guaranteed Party to pursue rights or remedies against Parent or Merger Sub (or any Other Guarantor) shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party, provided however that no action or actions may be brought against the Guarantor to enforce this Limited Guarantee unless such action or actions are also brought simultaneously against the Other Guarantors under each Other Guarantee (except to the extent that any such Other Guarantor has previously fulfilled its obligations under the applicable Other Guarantee).

 

5.             REPRESENTATIONS AND WARRANTIES.

 

The Guarantor hereby represents and warrants that:

 

(a)           it is a BVI business company which is duly organized, validly existing and in good standing under the laws of the British Virgin Islands and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted;

 

(b)           it has all necessary corporate power and authority to execute and deliver this Limited Guarantee and to perform its obligations hereunder;

 

(c)           the execution, delivery and performance of this Limited Guarantee have been duly and validly authorized by all necessary action on the Guarantor’s part, and no other corporate proceedings on the party of the Guarantor are necessary to authorize this Limited Guarantee or to perform its obligations hereunder;

 

(d)           the execution and delivery of this Limited Guarantee do not, and the performance of its obligations hereunder will not, in any material respect, (i) conflict with or violate any provision of the Guarantor’s charter, partnership agreement, or similar organizational documents, (ii) conflict with or violate any Law applicable to the Guarantor or by which any property or asset of the Guarantor is bound or affected, or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of the Guarantor pursuant to, any Contract or obligation to which the Guarantor is a party or by which the Guarantor or any property or asset of the Guarantor is bound or affected;

 

(e)           this Limited Guarantee has been duly and validly executed and delivered by the Guarantor, and assuming due execution and delivery of this Limited Guarantee by the Guaranteed Party, this Limited Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other

 

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