Common use of Control Documents Clause in Contracts

Control Documents. Except as disclosed in Section 4.13 of the Disclosure Schedule, each of the representations and warranties as follows is true and accurate with respect to Domestic Companies: (a) The Control Documents enable the Company to consolidate the Financial Statements with the Domestic Companies. Each party to the Control Documents has the legal right, power and authority (corporate and other) to enter into and perform its obligations under each Control Document to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each Control Document to which it is a party. (b) Each executed Control Document constitutes a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies. (c) Each Control Document is in proper legal form under applicable Law of the PRC for the enforcement thereof against each of the parties thereto in the PRC without further action by any of them except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (d) The execution and delivery by each party named in each Control Document, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (i) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its corporate documents as in effect at the date hereof, any applicable Law, or any contract to which any Group Company is a party or by which any Group Company is bound, (ii) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any indebtedness or other liability of any Group Company or to increase the rate of interest presently in effect with respect to any indebtedness of any Group Company, or (iii) result in the creation of any Lien upon any of the properties or assets of any Group Company. (e) All consents required in connection with the Control Documents have been made or unconditionally obtained in writing, and no such consent has been withdrawn or is subject to any condition precedent, which has not been fulfilled or performed. (f) Each Control Document is in full force and effect and no party to any Control Document is in breach or default in the performance or observance of any of the terms or provisions of such Control Document. None of the parties to any Control Document has sent or received any communication regarding termination of or intention not to renew any Control Document, and no such termination or non-renewal has been threatened by any of the parties thereto. (g) The share pledge agreements as part of the Control Documents of Domestic Companies have been duly registered with competent PRC Governmental Authority.

Control Documents. Except (A) Each Group Company, hereby jointly and severally represents, warrants and covenants to the Investors that as disclosed in Section 4.13 of the Disclosure Scheduledate hereof, and during the term of the relevant Control Documents, each of the representations statements contained in this Section 10.4(A) is true, accurate and warranties as follows is true and accurate with respect to Domestic Companies:complete. (a) The Control Documents enable the Each Group Company to consolidate the Financial Statements with the Domestic Companies. Each party to the Control Documents has the legal right, power and authority (corporate and other) to enter into and perform its its/his/her obligations under each Control Document to which it it/he/she is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each Control Document to which it it/he/she is a party. (b) Each executed Control Document constitutes a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies. (c) Each Control Document is in proper legal form under applicable Law of the PRC for the enforcement thereof against each of the parties thereto in the PRC without further action by any of them except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (dc) The execution and delivery by each party named in each Control Document, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (i) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its corporate constitutional documents as in effect at the date hereof, any applicable Law, or any contract Contract to which any a Group Company is a party or by which any a Group Company is bound, (ii) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any indebtedness or other liability of any Group Company or to increase the rate of interest presently in effect with respect to any indebtedness of any Group Company, or (iii) result in the creation of any Lien lien, claim, charge or encumbrance upon any of the properties or assets of any Group Company. (ed) All approvals, permits and consents required in connection with the Control Documents have been made or unconditionally obtained in writing, and no such approval, permit or consent has been withdrawn or is be subject to any condition precedent, precedent which has not been fulfilled or performed. (fe) Each Control Document is in full force and effect and no party to any Control Document is in breach or default in the performance or observance of any of the terms or provisions of such Control Document. None of the parties to any Control Document has sent or received any communication regarding termination of or intention not to renew any Control Document, and no such termination or non-renewal has been threatened by any of the parties thereto. (gB) Perfect Harmony represents, warrants and covenants to Fengshion Capital and LC that as of the date hereof, and during the term of the relevant Control Documents, each of the statements contained in this Section 10.4(B) is true, accurate and complete. (a) Uxin WFOE has the legal right, power and authority (corporate and other) to enter into and perform its obligations under each Control Document to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each Control Document to which it is a party. (b) Each Control Document to which Uxin WFOE is a party to constitutes a valid and legally binding obligation of Uxin WFOE enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (c) The share pledge agreements as part execution and delivery by Uxin WFOE of each Control Document to which it is party, and the performance by it of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (i) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its constitutional documents as in effect at the date hereof, any applicable Law, or any Contract to which a Group Company is a party or by which a Group Company is bound, (ii) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any indebtedness or other liability of any Group Company or to increase the rate of interest presently in effect with respect to any indebtedness of any Group Company, or (iii) result in the creation of any lien, claim, charge or encumbrance upon any of the properties or assets of any Group Company. (C) Fengshion Capital represents, warrants and covenants to Perfect Harmony and LC that, during the term of the relevant Control Documents Documents, each of Domestic Companies have been duly registered the statements contained in this Section 10.4(C) is true, accurate and complete. (a) Fengshion Nominee has the legal right, power and authority (corporate and other) to enter into and perform its obligations under each Control Document to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each Control Document to which it is a party. (b) Each Control Document to which Fengshion Nominee is a party to constitutes a valid and legally binding obligation of Fengshion Nominee enforceable in accordance with competent PRC Governmental Authorityits terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (c) The execution and delivery by Fengshion Nominee of each Control Document to which it is party, and the performance by it of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (i) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its constitutional documents as in effect at the date hereof, any applicable Law, or any Contract to which a Group Company is a party or by which a Group Company is bound, (ii) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any indebtedness or other liability of any Group Company or to increase the rate of interest presently in effect with respect to any indebtedness of any Group Company, or (iii) result in the creation of any lien, claim, charge or encumbrance upon any of the properties or assets of any Group Company.

Control Documents. Except as disclosed in Section 4.13 of the Disclosure Schedule, each of the representations and warranties as follows is true and accurate with respect to Domestic Companies: (ai) The Control Documents enable the Company to consolidate the Financial Statements financial statements with the Domestic Companies. Each party to the Control Documents has the legal right, power and authority (corporate and other) to enter into and perform its obligations under each Control Document to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each Control Document to which it is a party. (bii) Each executed Control Document constitutes a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (iib) as limited by Laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies. (ciii) Each Control Document is in proper legal form under applicable Law of the PRC for the enforcement thereof against each of the parties thereto in the PRC without further action by any of them except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (iib) as limited by Laws laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (div) The execution and delivery by each party named in each Control Document, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (ia) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its corporate documents as in effect at the date hereof, any applicable Law, or any contract to which any a member of the Group Company Companies is a party or by which any a member of the Group Company Companies is bound, (iib) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any indebtedness or other liability of any member of the Group Company Companies or to increase the rate of interest presently in effect with respect to any indebtedness of any member of the Group CompanyCompanies, or (iiic) result in the creation of any Lien lien upon any of the properties or assets of any member of the Group CompanyCompanies. (ev) All consents required in connection with the Control Documents have been made or unconditionally obtained in writing, and no such consent has been withdrawn or is subject to any condition precedent, which has not been fulfilled or performed. (fvi) Each Control Document is in full force and effect and no party to any Control Document is in breach or default in the performance or observance of any of the terms or provisions of such Control Document. None of the parties to any Control Document has sent or received any communication regarding termination of or intention not to renew any Control Document, and no such termination or non-renewal has been threatened by any of the parties thereto. (g) The share pledge agreements as part of the Control Documents of Domestic Companies have been duly registered with competent PRC Governmental Authority.

Control Documents. Except as disclosed in Section 4.13 (i) Each Group Company and each equity holder of the Disclosure Schedule, each of the representations and warranties as follows is true and accurate with respect to Domestic Companies: (a) The Control Documents enable the Company to consolidate the Financial Statements with the Domestic Companies. Each party to the Control Documents has the legal right, power and authority (corporate and other) to enter into and perform its obligations under each Control Document to which it is a party and has taken all necessary action (corporate action and other) to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each Control Document to which it is a party. (bii) Each executed To the extent permitted by applicable Laws, each Control Document constitutes a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies. (c) Each Control Document is in proper legal form under applicable Law of the PRC for the enforcement thereof against each of the parties thereto in the PRC without further action by any of them except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (iib) as limited by Laws laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (diii) The execution and delivery by each party named in each Control Document, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (ia) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its corporate constitutional documents as in effect at the date hereof, any applicable Law, or any contract Material Contract to which any a Group Company is a party or by which any a Group Company is bound, (iib) result in any violation of, be in conflict with, or constitute a default under, in any material respect, any Governmental Order or any applicable Law, (c) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any indebtedness or other liability of any Group Company or to increase the rate of interest presently in effect with respect to any indebtedness Indebtedness of any Group Company, or (iiid) result in the creation of any Lien Lien, claim, charge or encumbrance upon any of the properties or assets of any Group Company. (e) All consents required in connection with Company except for the pledge of the equity interests of the Domestic Company pursuant to the Control Documents have been made or unconditionally obtained in writing, and no such consent has been withdrawn or is subject to any condition precedent, which has not been fulfilled or performed. (f) Each Control Document is in full force and effect and no party to any Control Document is in breach or default in the performance or observance of any of the terms or provisions of such Control DocumentDocuments. None of the parties to any Control Document has sent or received any communication regarding termination of or intention not to renew any Control Document, and no such termination or non-renewal has been threatened by any of the parties thereto. (g) The share pledge agreements as part of the Control Documents of Domestic Companies have been duly registered with competent PRC Governmental Authority.32 Series A Preferred Share Subscription Agreement

Control Documents. Except as disclosed in Section 4.13 (i) Each of the Disclosure Schedule, each of the representations Group Companies and warranties as follows is true and accurate with respect to Domestic Companies: (a) The Control Documents enable the Company to consolidate the Financial Statements with the Domestic Companies. Each party other parties to the Control Documents has the legal right, power power, and authority (corporate and other) to enter into and perform its or his or her obligations under each Control Document to which it or he or she is a party and has taken all necessary corporate action (to the extent applicable) to authorize the execution, delivery delivery, and performance of, and has authorized, executed and delivered, each Control Document to which it or he is a party. (ii) The Control Documents are adequate to establish and maintain the intended Captive Structure of the Group Companies, under which (a) the WFOE Controls Beijing CHJ, Xindian Information, and their respective Subsidiaries, and (b) the financial statements of Beijing CHJ, Xindian Information, and their respective Subsidiaries can be consolidated with those of the Company and the other Subsidiaries of Companies in accordance with the Accounting Principles. No Group Company has received any written inquiries, notifications, or any other form of official correspondence from any Governmental Authority challenging or questioning the legality or enforceability of any of the Control Documents. (iii) Each executed Control Document constitutes a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies. (c) Each Control Document is in proper legal form under applicable Law of the PRC for the enforcement thereof against each of the parties thereto in the PRC without further action by any of them except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and generally or (iib) as limited by Laws laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (div) The execution and delivery by each party named in each Control Document, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (ia) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its corporate documents Charter Documents as in effect at the date hereof, any applicable Law, or any contract to which any Group Company it is a party or by which any Group Company it is bound, (iib) accelerate, or constitute an event entitling any Person person to accelerate, the maturity of any indebtedness Indebtedness or other liability Liability of any Group Company or to increase the rate of interest presently in effect with respect to any indebtedness Indebtedness of any Group Company, or (iiic) result in the creation of any Lien Lien, claim, charge, or encumbrance upon any of the properties or assets of any Group Company, except for the equity pledge as set forth in Section 3.20(iv) of the Disclosure Schedule. (ev) All consents Consents required in connection with the Control Documents have been made or unconditionally obtained in writingwriting as of the Closing, and no such consent Consent has been withdrawn or is subject to any condition precedent, precedent which has not been fulfilled or performedpreformed. (fvi) Each Control Document upon execution is in full force and effect and no party to any Control Document is in material breach or default in the performance or observance of any of the terms or provisions of such Control DocumentDocument as of the Closing. None of the parties to any Control Document has sent or received any communication regarding termination of or intention not to renew any Control Document, and no such termination or non-renewal has been threatened by any of the parties thereto. (g) The share pledge agreements as part of the Control Documents of Domestic Companies have been duly registered with competent PRC Governmental Authority.

Control Documents. Except as disclosed in Section 4.13 of the Disclosure Schedule(a) Each Group Company, each of the representations Founders and warranties the BVI Companies, hereby jointly and severally represent and warrant to the Investors that as follows of the date hereof and as of the Closing, each of the statements contained in this Section 9.3(a) is true true, accurate and accurate with respect to Domestic Companiescomplete: (ai) The Control Documents enable Each Group Company, the Company to consolidate the Financial Statements with the Domestic Companies. Each party Founders and other parties to the Control Documents has the legal right, power and authority (corporate and other) to enter into and perform its its/his/her obligations under each Control Document to which it it/he/she is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each Control Document to which it it/he/she is a party. (bii) Each executed Control Document constitutes a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies. (c) Each Control Document is in proper legal form under applicable Law of the PRC for the enforcement thereof against each of the parties thereto in the PRC without further action by any of them except (iA) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (iiB) as limited by Laws laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (diii) The execution and delivery by each party named in each Control Document, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (iA) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its corporate constitutional documents as in effect at the date hereof, any applicable Lawlaw, or any contract to which any a Group Company is a party or by which any a Group Company is bound, (iiB) accelerate, or constitute an event entitling any Person person to accelerate, the maturity of any indebtedness or other liability of any Group Company or to increase the rate of interest presently in effect with respect to any indebtedness of any Group Company, or (iiiC) result in the creation of any Lien lien, claim, charge or encumbrance upon any of the properties or assets of any Group Company. (eiv) All permits and consents required in connection with the Control Documents have been made or unconditionally obtained in writing, and no such permit or consent has been withdrawn or is be subject to any condition precedent, precedent which has not been fulfilled or performed. (fv) Each Control Document is in full force and effect and no party to any Control Document is in breach or default in the performance or observance of any of the terms or provisions of such Control Document. None of the parties to any Control Document has sent or received any communication regarding termination of or intention not to renew any Control Document, and no such termination or non-renewal has been threatened by any of the parties thereto. (gb) Each Group Company, each of the Founders and the BVI Companies hereby jointly and severally covenants to the Investor that during the term of the Control Documents, it/she/she shall and shall procure each party to the relevant Control Documents to fully perform its/his/her respective obligations thereunder and carry out the terms and the intent of the Control Documents. If any of the Control Documents becomes illegal, void or unenforceable under PRC laws after the date hereof, each Group Company, each of the Founders and the BVI Companies shall devise a feasible alternative legal structure which gives effect to the intentions of the Control Documents and the economic arrangement thereunder as closely as possible, subject to the approval of the Board pursuant to Section 8.2. (c) The share pledge agreements parties hereby acknowledge and agree that, as part of the Control Documents consideration for the Investors’ subscription of Domestic Companies Preferred Shares and other valuable consideration, the Company and any of its current or future Subsidiaries have been duly registered with competent PRC Governmental Authoritythe option, exercisable by the Company or any of its current or future Subsidiaries, as the case may be, at any time (provided that such purchase by the Company or any of its current or future subsidiaries is permitted under the then applicable laws of the PRC) to purchase or transfer to an Affiliate of the Company the entire equity interest of Beijing Tuanche from the shareholders of such companies at the lowest amount permitted under the then applicable Laws of the PRC. The parties further agree to effect such transfer of equity interest in Beijing Tuanche upon receipt of the written request of the Investors, provided that such transfer shall at the time of such request be permissible under the then applicable laws and regulations of the PRC.

Control Documents. Except as disclosed in Section 4.13 (i) Each Group Company and each equity holder of the Disclosure Schedule, each of the representations and warranties as follows is true and accurate with respect to Domestic Companies: (a) The Control Documents enable the Company to consolidate the Financial Statements with the Domestic Companies. Each party to the Control Documents has the legal right, power and authority (corporate and other) to enter into and perform its obligations under each Control Document to which it is a party and has taken all necessary action (corporate action and other) to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each Control Document to which it is a party. (bii) Each executed To the extent permitted by applicable Laws, each Control Document constitutes a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies. (c) Each Control Document is in proper legal form under applicable Law of the PRC for the enforcement thereof against each of the parties thereto in the PRC without further action by any of them except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (iib) as limited by Laws laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (diii) The execution and delivery by each party named in each Control Document, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (ia) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its corporate constitutional documents as in effect at the date hereof, any applicable Law, or any contract Material Contract to which any a Group Company is a party or by which any a Group Company is bound, (iib) result in any violation of, be in conflict with, or constitute a default under, in any material respect, any Governmental Order or any applicable Law, (c) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any indebtedness or other liability of any Group Company or to increase the rate of interest presently in effect with respect to any indebtedness Indebtedness of any Group Company, or (iiid) result in the creation of any Lien Lien, claim, charge or encumbrance upon any of the properties or assets of any Group Company. (e) All consents required in connection with Company except for the pledge of the equity interests of the Domestic Company pursuant to the Control Documents have been made or unconditionally obtained in writing, and no such consent has been withdrawn or is subject to any condition precedent, which has not been fulfilled or performedDocuments. (f) Each Control Document is in full force and effect and no party to any Control Document is in breach or default in the performance or observance of any of the terms or provisions of such Control Document. None of the parties to any Control Document has sent or received any communication regarding termination of or intention not to renew any Control Document, and no such termination or non-renewal has been threatened by any of the parties thereto. (g) The share pledge agreements as part of the Control Documents of Domestic Companies have been duly registered with competent PRC Governmental Authority.

Control Documents. Except as disclosed in Section 4.13 of the Disclosure Schedule, each of the representations and warranties as follows is true and accurate with respect to Domestic Companies: (a) The Control Documents enable Each of the Company to consolidate WFOE, the Financial Statements with PRC Affiliate, the Domestic Companies. Each party Founders and other parties to the Control Documents has the legal right, power and authority (corporate and other) to enter into and perform its its/his/her obligations under each the Control Document to which it it/he is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each delivered the Control Document to which it it/he is a party. (b) Each executed The Control Document constitutes Documents are adequate to establish and maintain the intended Captive Structure of the Group Companies, under which (a) the WFOE Controls the PRC Affiliate and its Subsidiaries, and (b) the financial statements of the PRC Affiliate and its Subsidiaries can be consolidated in accordance with the Accounting Principles. No Group Company has received any written inquiries, notifications or any other form of official correspondence from any Governmental Authority challenging or questioning the legality or enforceability of any of the Control Documents. (c) The Control Documents constitute a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and or (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies. (c) Each Control Document is in proper legal form under applicable Law of the PRC for the enforcement thereof against each of the parties thereto in the PRC without further action by any of them except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (d) The execution and delivery by each party named in each thereto of the Control DocumentDocuments, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (i) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its corporate documents Charter Documents as in effect at the date hereof, any applicable Law, or any contract Contract to which any a Group Company is a party or by which any a Group Company is bound, or (ii) accelerate, or constitute an event entitling any Person person to accelerate, the maturity of any indebtedness or other liability Liability of any Group Company or to increase the rate of interest presently in effect with respect to any indebtedness Liability of any Group Company, or (iii) result in the creation of any Lien Liens upon any of the properties or assets of any Group Company. (e) All consents required in connection with the Control Documents have been made or unconditionally obtained in writing, and no such consent Consent has been withdrawn or is subject to any condition precedent, precedent which has not been fulfilled or performedpreformed. (f) Each Control Document is in full force and effect and no party to any Control Document is in material breach or default in the performance or observance of any of the terms or provisions of such Control Document. None of the parties to any Control Document has sent or received any communication regarding termination of or intention not to renew any Control Document, and no such termination or non-renewal has been threatened by any of the parties thereto. (g) The share pledge agreements as part of the Control Documents of Domestic Companies have been duly registered with competent PRC Governmental Authority.