Common use of Control Documents Clause in Contracts

Control Documents. (a) Section 3.05(a) of the TME Disclosure Letter sets forth a true, complete and correct list of all Contracts that enable TME to effect control over, and consolidate with its financial statements the financial statements of, all of the Subsidiaries of TME of which TME does not, directly or indirectly, own of record any shares of capital stock, equity interests or partnership interests (each, a “Control Document” and collectively, the “Control Documents”). (b) The execution, delivery and performance by the TME Parties of this Agreement and the Other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with, constitute a default under, or violate, any of the Control Documents. (c) Each party to the Control Documents had, when each such Control Document was executed and delivered, all requisite power and authority to execute, deliver and perform each Control Document and to consummate the transactions contemplated thereby. The execution and delivery of each Control Document, the performance of the applicable obligations thereunder and the consummation of the transactions contemplated thereby were, prior to the execution and delivery thereof, duly and validly authorized and approved by all necessary corporate and other similar actions on the part of each party to such Control Document, and no other corporate or other similar action or proceedings on the part of any party to such Control Document was necessary to authorize and approve the execution, delivery and performance of such Control Document or the consummation of the transactions contemplated thereby. Each Control Document has been duly and validly executed and delivered by such party and constitutes a valid and binding obligation of such party. (d) None of the TME Parties has received any written, or to the Knowledge of TME, any oral inquiries, notifications or any other form of official correspondence from any Governmental Body challenging or questioning the legality or enforceability of any of the Control Documents. There are no disputes, disagreements, claims or any proceedings of any nature brought by any Governmental Body or any other Person, pending or, to the Knowledge of TME, threatened against or affecting any of the TME Group Companies that challenge the validity or enforceability of any Control Document (e) To the Knowledge of TME, no party to any Control Document has materially breached, or is in material breach of or material default under, any of the terms or provisions of such Control Document. To the Knowledge of TME, none of the parties to any Control Document has sent or received any written communication regarding the termination of, or the intention not to renew, any Control Document, and no such termination or non-renewal has been threatened by any of the parties to such Control Document.

Control Documents. (a) Section 3.05(a) Each CreditEase Group Company that is a party to any Control Document has full power and authority to enter into, execute and deliver such Control Document and each other agreement, certificate, document and instrument to be executed and delivered by it pursuant to the Control Documents and to perform its obligations thereunder. The execution and delivery by such CreditEase Group Company of each Control Document to which it is a party and the TME Disclosure Letter sets forth performance by such CreditEase Group Company of its obligations thereunder have been duly authorized by all requisite actions on its part. Each Control Document to which such CreditEase Group Company is a trueparty has been duly executed and delivered by such party and constitutes the legal, complete valid and correct list binding obligations of all Contracts that enable TME to effect control oversuch party, and consolidate enforceable against such party in accordance with its financial statements terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) laws relating to the financial statements ofavailability of specific performance, all of the Subsidiaries of TME of which TME does not, directly injunctive relief or indirectly, own of record any shares of capital stock, equity interests or partnership interests (each, a “Control Document” and collectively, the “Control Documents”)other equitable remedies. (b) No Authorizations are required to be obtained for the execution and delivery of the Control Documents, the performance by the parties to each Control Document of their respective obligations thereunder and the transactions contemplated under the Control Documents, other than those Authorizations that (i) have already been obtained and remain in full force and effect, (ii) are required to register any share pledge to secure each VIE Entity’s obligations under the Control Documents, or (iii) are required for transfer of equity interests in each VIE Entity upon exercise by the WFOE of its rights under the relevant exclusive option agreement among the WFOE, that VIE Entity and the shareholders of that VIE Entity. (c) The execution, delivery and performance by each and all of the TME Parties relevant parties (except for the applicable Yirendai Group Companies) of this Agreement their respective obligations under each and all of the Other Transaction Agreements Control Documents, and the consummation of the transactions contemplated hereby thereunder, did not and thereby do not and will not (i) result in any violation of their respective articles of association, business licenses or constitutive documents, (ii) result in any violation of any applicable PRC Laws, or (iii) conflict withwith or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or violate, any Order of any court of the Control Documents. (c) Each party PRC having jurisdiction over such relevant parties to the Control Documents had, when each such Control Document was executed and delivered, all requisite power and authority or any material Contract to execute, deliver and perform each Control Document and to consummate the transactions contemplated thereby. The execution and delivery of each Control Document, the performance of the applicable obligations thereunder and the consummation of the transactions contemplated thereby were, prior to the execution and delivery thereof, duly and validly authorized and approved by all necessary corporate and other similar actions on the part of each party to such Control Document, and no other corporate or other similar action or proceedings on the part of which any party to such Control Document was necessary to authorize and approve the execution, delivery and performance of such Control Document or the consummation of the transactions contemplated thereby. Each Control Document has been duly and validly executed and delivered by such party and constitutes is a valid and binding obligation of party or by which any such partyparty is bound. (d) None Each Control Document entered into between the WFOE and each VIE Entity is, and all of such Control Documents taken as a whole are, legal, valid, enforceable and admissible as evidence under PRC Laws, and constitute the legal and binding obligations of the TME Parties has received any written, or relevant parties. (e) All shareholders of each VIE Entity have been acting in good faith and in the best interests of CreditEase prior to the Knowledge of TME, any oral inquiries, notifications or any other form of official correspondence from any Governmental Body challenging or questioning the legality or enforceability of any of the Control Documentsdate hereof. There are have been no disputes, disagreements, claims or any legal proceedings of any nature brought nature, raised by any Governmental Body Authority or any other Personparty, pending or, to the Knowledge best knowledge of TMEthe CreditEase Group Companies, threatened against or affecting any of the TME CreditEase Group Companies (including the VIE Entities), that (i) challenge the validity or enforceability of any part or all of the Control Document Documents taken as a whole, (eii) To challenge the Knowledge of TMEVIE structure or the ownership structure as set forth in the Control Documents, no party to (iii) claim any Control Document has materially breachedownership, share, equity or interest in any VIE Entity or any other CreditEase Group Company, or is claim any compensation for not being granted any ownership, share, equity or interest in material breach of any VIE Entity or material default underany other CreditEase Group Company, or (iv) claim any of the terms Control Documents or provisions the ownership structure thereof or any arrangement or performance of such or in accordance with the Control Document. To the Knowledge of TMEDocuments was, none is or will violate any PRC Laws. (f) As of the parties date of this Agreement, VIE Entity 2 does not (i) have the right to any Control Document has sent or received any written communication regarding the termination ofControl, or (ii) directly or indirectly own or have the intention not right to renewacquire, any Control Documentequity, and no partnership or other ownership interest in, any company, partnership or other legal entity or structure, except that VIE Entity 2 owns such termination percentage of each legal entity or non-renewal has been threatened structure set forth in Schedule IV attached hereto as set forth next to its respective name in the column entitled “Percentage Held by any of the parties to such Control DocumentVIE Entity 2”.