Common use of Acknowledgments and Confirmations Clause in Contracts

Acknowledgments and Confirmations. 5.1. Party B hereby acknowledges and confirms: 5.1.1. Party B is Chinese citizen with full capacity for civil conduct, full and independent juridical status and legal capacity to sign and conduct this Agreement, and qualification as independent subject of litigant. 5.1.2. Party C is a LIMITED LIABILITY COMPANY that is established and exists under the law of PRC with independent legal qualification and capacity to authorize third party to sign and conduct this Agreement, and qualification as independent subject of litigant. 5.1.3. Party B has adequate power and authorization to sign and conduct this Agreement and other documents to be signed in accordance with this Agreement, and adequate power and authorization to complete the transaction contemplated hereby. 5.1.4. This Agreement is signed by Party B legally and effectively and constitutes legal, effective, binding and executive obligations of Party B. 5.1.5. Party B is legal owner of share rights. Except for rights set forth in the Equity Pledge Agreement, Proxy Agreement signed among Party A, B and C as of the signing date of this Agreement, the rights and interests of the shares bear no other encumbrances, pledges, sales or transfers. Assignee will obtain full rights and interests on the shares after executing the share purchase right, the shares purchased bears no other encumbrances. 5.1.6. The corporate assets bear no other encumbrances. Assignee will obtain full rights and interests on the assets after executing the asset purchase right, the assets purchased bear no other encumbrances. 5.1.7. Signing and conduct of this Agreement or other related agreements will NOT: (i) Violate any law of PRC; (ii) Collide with Memorandum and Articles of Association of Party C or other organizational documents; (iii) Breach any binding agreements or documents signed by one party; (iv) Violate authorization of any approval or permission issued to any party or any condition of good standing; or (v) Lead to suspension, revocation or additional conditions of any approval or permission issued to any party. 5.1.8. There is neither suspending or potential litigation, arbitration, tax or administration investigation or penalty related to shares or assets of Party C, nor any suspending or potential litigation, judicial proceedings, tax disputes, request for arbitration or any appeals forwarded to any governmental departments that might adversely affect Party C’s financial condition or capability to fulfill obligations under this Agreement. 5.2. Party C hereby acknowledges and confirms: 5.2.1. Party C is a LIMITED LIABILITY COMPANY established and exists under the law of PRC with independent legal qualification and capacity to authorize third party to sign and conduct this Agreement, and qualification as independent subject of litigant. 5.2.2. Party C has adequate power and authorization to sign and conduct this Agreement and other documents to be signed in accordance with this Agreement, and adequate power and authorization to complete the transaction contemplated hereby. 5.2.3. This Agreement is signed by Party C legally and effectively and constitutes legal, effective, binding and executive obligations of Party C. 5.2.4. The corporate assets bear no other encumbrances. Assignee will obtain full rights and interests on the assets after executing the asset purchase right, the assets purchased bear no other encumbrances. 5.2.5. Signing and conduct of this Agreement or other related agreements will NOT: 5.2.5.1. Violate any law of PRC; 5.2.5.2. Collide with Memorandum and Articles of Association of Party C or other organizational documents; 5.2.5.3. Breach any binding agreements or documents signed by one party; 5.2.5.4. Violate authorization of any approval or permission issued to any party or any condition of good standing; or 5.2.5.5. Lead to suspension, revocation or additional conditions of any approval or permission issued to any party. 5.2.6. Except for liabilities generating during normal business processes, Party C has no outstanding liabilities. 5.2.7. There is neither suspending or potential litigation, arbitration, tax or administration investigation or penalty related to shares or assets of Party C, nor any suspending or potential litigation, judicial proceedings, tax disputes, request for arbitration or any appeals forwarded to any governmental departments that might adversely affect Party C’s financial condition or capability to fulfill obligations under this Agreement. 5.3. Party A hereby acknowledges and confirms: 5.3.1. Party A is a foreign-invested enterprise that is established and exists under the law of PRC with independent legal qualification and capacity to sign and conduct this Agreement, and qualification as independent subject of litigant. 5.3.2. Party A has adequate power and authorization to sign and conduct this Agreement and other documents to be signed in accordance with this Agreement, Party C has adequate power and authorization to complete the transaction contemplated hereby. 5.3.3. This Agreement is signed by Party A legally and effectively and constitutes legal, effective, binding and executive obligations of Party A.

Acknowledgments and Confirmations. 5.1. Party B hereby respectively and jointly acknowledges and confirms: 5.1.1. Party B is Chinese citizen with full capacity for civil conduct, full and independent juridical status and legal capacity to sign and conduct this Agreement, and qualification as independent subject of litigant. 5.1.2. Party C is a LIMITED LIABILITY COMPANY that is established and exists under the law of PRC with independent legal qualification and capacity to authorize third party to sign and conduct this Agreement, and qualification as independent subject of litigant. 5.1.3. Party B has adequate power and authorization to sign and conduct this Agreement and other documents to be signed in accordance with this Agreement, and adequate power and authorization to complete the transaction contemplated hereby. 5.1.4. This Agreement is signed by Party B legally and effectively and constitutes legal, effective, binding and executive obligations of Party B. 5.1.5. Party B is legal owner of share rights. Except for rights set forth in the Equity Pledge Agreement, Proxy Agreement signed among Party A, B and C as of the signing date of this Agreement, the rights and interests of the shares bear no other encumbrances, pledges, sales or transfers. Assignee will obtain full rights and interests on the shares after executing the share purchase right, the shares purchased bears no other encumbrances. 5.1.6. The corporate assets bear no other encumbrances. Assignee will obtain full rights and interests on the assets after executing the asset purchase right, the assets purchased bear no other encumbrances. 5.1.7. Signing and conduct of this Agreement or other related agreements will NOT: (i) Violate any law of PRC; (ii) Collide with Memorandum and Articles of Association of Party C or other organizational documents; (iii) Breach any binding agreements or documents signed by one party; (iv) Violate authorization of any approval or permission issued to any party or any condition of good standing; or (v) Lead to suspension, revocation or additional conditions of any approval or permission issued to any party. 5.1.8. There is neither suspending or potential litigation, arbitration, tax or administration investigation or penalty related to shares or assets of Party C, nor any suspending or potential litigation, judicial proceedings, tax disputes, request for arbitration or any appeals forwarded to any governmental departments that might adversely affect Party C’s financial condition or capability to fulfill obligations under this Agreement. 5.2. Party C hereby acknowledges and confirms: 5.2.1. Party C is a LIMITED LIABILITY COMPANY established and exists under the law of PRC with independent legal qualification and capacity to authorize third party to sign and conduct this Agreement, and qualification as independent subject of litigant. 5.2.2. Party C has adequate power and authorization to sign and conduct this Agreement and other documents to be signed in accordance with this Agreement, and adequate power and authorization to complete the transaction contemplated hereby. 5.2.3. This Agreement is signed by Party C legally and effectively and constitutes legal, effective, binding and executive obligations of Party C. 5.2.4. The corporate assets bear no other encumbrances. Assignee will obtain full rights and interests on the assets after executing the asset purchase right, the assets purchased bear no other encumbrances. 5.2.5. Signing and conduct of this Agreement or other related agreements will NOT: 5.2.5.1. Violate any law of PRC; 5.2.5.2. Collide with Memorandum and Articles of Association of Party C or other organizational documents; 5.2.5.3. Breach any binding agreements or documents signed by one party; 5.2.5.4. Violate authorization of any approval or permission issued to any party or any condition of good standing; or 5.2.5.5. Lead to suspension, revocation or additional conditions of any approval or permission issued to any party. 5.2.6. Except for liabilities generating during normal business processes, Party C has no outstanding liabilities. 5.2.7. There is neither suspending or potential litigation, arbitration, tax or administration investigation or penalty related to shares or assets of Party C, nor any suspending or potential litigation, judicial proceedings, tax disputes, request for arbitration or any appeals forwarded to any governmental departments that might adversely affect Party C’s financial condition or capability to fulfill obligations under this Agreement. 5.3. Party A hereby acknowledges and confirms: 5.3.1. Party A is a foreign-invested enterprise that is established and exists under the law of PRC with independent legal qualification and capacity to sign and conduct this Agreement, and qualification as independent subject of litigant. 5.3.2. Party A has adequate power and authorization to sign and conduct this Agreement and other documents to be signed in accordance with this Agreement, Party C has adequate power and authorization to complete the transaction contemplated hereby. 5.3.3. This Agreement is signed by Party A legally and effectively and constitutes legal, effective, binding and executive obligations of Party A.

Acknowledgments and Confirmations. 5.1. Party B hereby respectively and jointly acknowledges and confirms: 5.1.1. Party B is Chinese citizen with full capacity for civil conduct, full and independent juridical status and legal capacity to sign and conduct this Agreement, and qualification as independent subject of litigant. 5.1.2. Party C is a LIMITED LIABILITY COMPANY that is established and exists under the law of PRC with independent legal qualification and capacity to authorize third party to sign and conduct this Agreement, and qualification as independent subject of litigant. 5.1.3. Party B has adequate power and authorization to sign and conduct this Agreement and other documents to be signed in accordance with this Agreement, and adequate power and authorization to complete the transaction contemplated hereby. 5.1.4. This Agreement is signed by Party B legally and effectively and constitutes legal, effective, binding and executive obligations of Party B. 5.1.5. Party B is legal owner of share rights. Except for rights set forth in the Equity Pledge Agreement, Proxy Shareholder Voting Right Authorization Agreement signed among Party A, B and C as of the signing date of this Agreement, the rights and interests of the shares bear no other encumbrances, pledges, sales or transfers. Assignee will obtain full rights and interests on the shares after executing the share purchase right, the shares purchased bears no other encumbrances. 5.1.6. The corporate assets bear no other encumbrances. Assignee will obtain full rights and interests on the assets after executing the asset purchase right, the assets purchased bear no other encumbrances. 5.1.7. Signing and conduct of this Agreement or other related agreements will NOT: (i) Violate any law of PRC; (ii) Collide with Memorandum and Articles of Association of Party C or other organizational documents; (iii) Breach any binding agreements or documents signed by one party; (iv) Violate authorization of any approval or permission issued to any party or any condition of good standing; or (v) Lead to suspension, revocation or additional conditions of any approval or permission issued to any party. 5.1.8. There is neither suspending or potential litigation, arbitration, tax or administration investigation or penalty related to shares or assets of Party C, nor any suspending or potential litigation, judicial proceedings, tax disputes, request for arbitration or any appeals forwarded to any governmental departments that might adversely affect Party C’s financial condition or capability to fulfill obligations under this Agreement. 5.2. Party C hereby acknowledges and confirms: 5.2.1. Party C is a LIMITED LIABILITY COMPANY established and exists under the law of PRC with independent legal qualification and capacity to authorize third party to sign and conduct this Agreement, and qualification as independent subject of litigant. 5.2.2. Party C has adequate power and authorization to sign and conduct this Agreement and other documents to be signed in accordance with this Agreement, and adequate power and authorization to complete the transaction contemplated hereby. 5.2.3. This Agreement is signed by Party C legally and effectively and constitutes legal, effective, binding and executive obligations of Party C. 5.2.4. The corporate assets bear no other encumbrances. Assignee will obtain full rights and interests on the assets after executing the asset purchase right, the assets purchased bear no other encumbrances. 5.2.5. Signing and conduct of this Agreement or other related agreements will NOT: 5.2.5.1. Violate any law of PRC; 5.2.5.2. Collide with Memorandum and Articles of Association of Party C or other organizational documents; 5.2.5.3. Breach any binding agreements or documents signed by one party; 5.2.5.4. Violate authorization of any approval or permission issued to any party or any condition of good standing; or 5.2.5.5. Lead to suspension, revocation or additional conditions of any approval or permission issued to any party. 5.2.6. Except for liabilities generating during normal business processes, Party C has no outstanding liabilities. 5.2.7. There is neither suspending or potential litigation, arbitration, tax or administration investigation or penalty related to shares or assets of Party C, nor any suspending or potential litigation, judicial proceedings, tax disputes, request for arbitration or any appeals forwarded to any governmental departments that might adversely affect Party C’s financial condition or capability to fulfill obligations under this Agreement. 5.3. Party A hereby acknowledges and confirms: 5.3.1. Party A is a foreign-invested enterprise that is established and exists under the law of PRC with independent legal qualification and capacity to sign and conduct this Agreement, and qualification as independent subject of litigant. 5.3.2. Party A has adequate power and authorization to sign and conduct this Agreement and other documents to be signed in accordance with this Agreement, Party C has adequate power and authorization to complete the transaction contemplated hereby. 5.3.3. This Agreement is signed by Party A legally and effectively and constitutes legal, effective, binding and executive obligations of Party A.

Acknowledgments and Confirmations. 5.1. Party B hereby respectively and jointly acknowledges and confirms: 5.1.1. Party B is Chinese citizen with full capacity for civil conduct, full and independent juridical status and legal capacity to sign and conduct this Agreement, and qualification as independent subject of litigant. 5.1.2. Party C is a LIMITED LIABILITY COMPANY that is established and exists existed under the law of PRC with independent legal qualification and capacity to authorize third party to sign and conduct this Agreement, and qualification as independent subject of litigant. 5.1.3. Party B has adequate power and authorization to sign and conduct this Agreement and other documents to be signed in accordance with this Agreement, and adequate power and authorization to complete the transaction contemplated hereby. 5.1.4. This Agreement is signed by Party B legally and effectively and constitutes legal, effective, binding and executive obligations of Party B. 5.1.5. Party B is legal owner of share rights. Except for rights set forth in the Equity Pledge Agreement, Proxy Shareholder Voting Right Authorization Agreement signed among Party A, B and C as of the signing date of this Agreement, the rights and interests of the shares bear no other encumbrances, pledges, sales or transfers. Assignee will obtain full rights and interests on the shares after executing the share purchase right, the shares purchased bears no other encumbrances. 5.1.6. The corporate assets bear no other encumbrances. Assignee will obtain full rights and interests on the assets after executing the asset purchase right, the assets purchased bear no other encumbrances. 5.1.7. Signing and conduct of this Agreement or other related agreements will NOT: (i) Violate any law of PRC; (ii) Collide with Memorandum and Articles of Association of Party C or other organizational documents; (iii) Breach any binding agreements or documents signed by one party; (iv) Violate authorization of any approval or permission issued to any party or any condition of good standing; or (v) Lead to suspension, revocation or additional conditions of any approval or permission issued to any party. 5.1.8. There is neither suspending or potential litigation, arbitration, tax or administration investigation or penalty related to shares or assets of Party C, nor any suspending or potential litigation, judicial proceedings, tax disputes, request for arbitration or any appeals forwarded to any governmental departments that might adversely affect Party C’s financial condition or capability to fulfill obligations under this Agreement. 5.2. Party C hereby acknowledges and confirms: 5.2.1. Party C is a LIMITED LIABILITY COMPANY established and exists existed under the law of PRC with independent legal qualification and capacity to authorize third party to sign and conduct this Agreement, and qualification as independent subject of litigant. 5.2.2. Party C has adequate power and authorization to sign and conduct this Agreement and other documents to be signed in accordance with this Agreement, and adequate power and authorization to complete the transaction contemplated hereby. 5.2.3. This Agreement is signed by Party C legally and effectively and constitutes legal, effective, binding and executive obligations of Party C.B. 5.2.4. The corporate assets bear no other encumbrances. Assignee will obtain full rights and interests on the assets after executing the asset purchase right, the assets purchased bear no other encumbrances. 5.2.5. Signing and conduct of this Agreement or other related agreements will NOT: 5.2.5.1. Violate any law of PRC; 5.2.5.2. Collide with Memorandum and Articles of Association of Party C or other organizational documents; 5.2.5.3. Breach any binding agreements or documents signed by one party; 5.2.5.4. Violate authorization of any approval or permission issued to any party or any condition of good standing; or 5.2.5.5. Lead to suspension, revocation or additional conditions of any approval or permission issued to any party. 5.2.6. Except for liabilities generating during normal business processes, Party C has no outstanding liabilities. 5.2.7. There is neither suspending or potential litigation, arbitration, tax or administration investigation or penalty related to shares or assets of Party C, nor any suspending or potential litigation, judicial proceedings, tax disputes, request for arbitration or any appeals forwarded to any governmental departments that might adversely affect Party C’s financial condition or capability to fulfill obligations under this Agreement. 5.3. Party A hereby acknowledges and confirms: 5.3.1. Party A is a foreign-invested enterprise that is established and exists existed under the law of PRC with independent legal qualification and capacity to sign and conduct this Agreement, and qualification as independent subject of litigant. 5.3.2. Party A has adequate power and authorization to sign and conduct this Agreement and other documents to be signed in accordance with this Agreement, Party C has and adequate power and authorization to complete the transaction contemplated hereby. 5.3.3. This Agreement is signed by Party A legally and effectively and constitutes legal, effective, binding and executive obligations of Party A.B.