Common use of Covenants and Undertakings Clause in Contracts

Covenants and Undertakings. 4.2.1 Undertakings of Youku: To ensure that the cash flow requirements of the Shanghai Quan Toodou’s ordinary operations are met and/or to set off any loss accrued during such operations, Youku is obligated, only to the extent permissible under PRC laws, to provide financing support for Shanghai Quan Toodou, whether or not Shanghai Quan Toodou actually incur any such operational loss. Youku’s financing support may take the form of bank entrusted loans or borrowings to Shanghai Quan Toodou or its shareholders. Contracts for any such entrusted loans or borrowings shall be executed separately. Youku will not request repayment if Shanghai Quan Toodou or its shareholders are unable to do so. 4.2.2 Undertakings of the Grantor and Shanghai Quan Toodou 4.2.2.1 the Grantor and Shanghai Quan Toodou will complete all such formalities as are necessary to make Youku or its designated party a proper and registered shareholder of Shanghai Quan Toodou. Such formalities include, but are not limited to, assisting Youku with the obtaining of necessary approvals of the equity transfer from relevant government authorities (if any), the submission of the Transfer Agreement(s) to the relevant administration for industry and commerce for the purpose of amending the articles of association, changing the shareholder register and undertaking any other changes. 4.2.2.2 the Grantor will, upon request by Youku, establish a domestic entity to hold the interest in Shanghai Quan Toodou as a Chinese joint venture partner in case Shanghai Quan Toodou is restructured as a foreign-invested telecommunication enterprise. Shanghai Quan Toodou will provide any necessary assistance that Youku and the Grantor need (if any). 4.2.2.3 without the prior consent of Youku, the Grantor will not cause or agree Shanghai Quan Toodou to, and Shanghai Quan Toodou will not (a) amend the articles of association, (b) increase or decrease the registered capital, (c) sell, transfer, mortgage, create or allow any encumbrance or otherwise dispose of the assets, business, revenues or other beneficial interests, (d) incur or assume any indebtedness, or (e) enter into any material contracts, except in the ordinary course of business (for the purpose of this paragraph, any contract with a value exceeding RMB 100,000 shall be deemed to be a material contract).

Covenants and Undertakings. 4.2.1 Undertakings of Youku: To ensure that the cash flow requirements of the Shanghai Quan Toodou’s ordinary operations are met and/or to set off any loss accrued during such operations, Youku is obligated, only to the extent permissible under PRC laws, to provide financing support for Shanghai Quan Toodou, whether or not Shanghai Quan Toodou actually incur any such operational loss. Youku’s financing support may take the form of bank entrusted loans or borrowings to Shanghai Quan Toodou or its shareholders. Contracts for any such entrusted loans or borrowings shall be executed separately. Youku will not request repayment if Shanghai Quan Toodou or its shareholders are unable to do so. 4.2.2 Undertakings of the Grantor and Shanghai Quan Toodou 4.2.2.1 the Grantor and Shanghai Quan Toodou will complete all such formalities as are necessary to make Youku or its designated party a proper and registered shareholder of Shanghai Quan Toodou. Such formalities include, but are not limited to, assisting Youku with the obtaining of necessary approvals of the equity transfer from relevant government authorities (if any), the submission of the Transfer Agreement(s) to the relevant administration for industry and commerce for the purpose of amending the articles of association, changing the shareholder register and undertaking any other changes. 4.2.2.2 the Grantor will, upon request by Youku, establish a domestic entity to hold the interest in Shanghai Quan Toodou as a Chinese joint venture partner in case Shanghai Quan Toodou is restructured as a foreign-invested telecommunication enterprise. Shanghai Quan Toodou will provide any necessary assistance that Youku and the Grantor need (if any). 4.2.2.3 without the prior consent of Youku, the Grantor will not cause or agree Shanghai Quan Toodou to, and Shanghai Quan Toodou will not (a) amend the articles of association, (b) increase or decrease the registered capital, (c) sell, transfer, mortgage, create or allow any encumbrance or otherwise dispose of the assets, business, revenues or other beneficial interests, (d) incur or assume any indebtedness, or (e) enter into any material contracts, except in the ordinary course of business (for the purpose of this paragraph, any contract with a value exceeding RMB 100,000 shall be deemed to be a material contract).

Covenants and Undertakings. 4.2.1 Undertakings of Youku: To ensure that the cash flow requirements of the Shanghai Quan Toodou’s ordinary operations are met and/or to set off any loss accrued during such operations, Youku is obligated, only to the extent permissible under PRC laws, to provide financing support for Shanghai Quan Toodou, whether or not Shanghai Quan Toodou actually incur any such operational loss. Youku’s financing support may take the form of bank entrusted loans or borrowings to Shanghai Quan Toodou or its shareholders. Contracts for any such entrusted loans or borrowings shall be executed separately. Youku will not request repayment if Shanghai Quan Toodou or its shareholders are unable to do so. 4.2.2 Undertakings of the Grantor and Shanghai Quan ToodouToodou The Grantor and Shanghai Quan Toodou covenant and undertake that: 4.2.2.1 the Grantor and Shanghai Quan Toodou will complete all such formalities as are necessary to make Youku or its designated party a proper and registered shareholder of Shanghai Quan Toodou. Such formalities include, but are not limited to, assisting Youku with the obtaining of necessary approvals of the equity transfer from relevant government authorities (if any), the submission of the Transfer Agreement(s) to the relevant administration for industry and commerce for the purpose of amending the articles of association, changing the shareholder register and undertaking any other changes. 4.2.2.2 the Grantor will, upon request by Youku, establish a domestic entity to hold the interest in Shanghai Quan Toodou as a Chinese joint venture partner in case Shanghai Quan Toodou is restructured as a foreign-invested telecommunication enterprise. Shanghai Quan Toodou will provide any necessary assistance that Youku and the Grantor need (if any). 4.2.2.3 without the prior consent of Youku, the Grantor will not cause or agree Shanghai Quan Toodou to, and Shanghai Quan Toodou will not (a) amend the articles of association, (b) increase or decrease the registered capital, (c) sell, transfer, mortgage, create or allow any encumbrance or otherwise dispose of the assets, business, revenues or other beneficial interests, (d) incur or assume any indebtedness, or (e) enter into any material contracts, except in the ordinary course of business (for the purpose of this paragraph, any contract with a value exceeding RMB 100,000 shall be deemed to be a material contract).