Common use of Disclosure and Information Clause in Contracts

Disclosure and Information. (a) No representation or warranty contained in this Agreement or in any other Transaction Document and given by, or on behalf of, any Seller, the Company, the PRC WFOE, any Related Entity or any Key Employee and no statement contained in the Disclosure Schedule, any certificates delivered pursuant hereto or the 2002 Financial Statements delivered pursuant to this Agreement contains any material misstatement or omits to state a material fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading. (b) To the best knowledge of the Management Sellers, there are no facts or circumstances that could materially adversely affect the Shares, the Company, the PRC WFOE, any Related Entity, any Seller (as it relates to the Company), any of the Assets or the condition (financial or otherwise), operations, profitability or prospects of the Company, the PRC WFOE or any Related Entity which have not been fully and properly disclosed to the Purchaser. (c) The Constitution, minute books and other similar records of the Company, the PRC WFOE and each Related Entity as made available to the Purchaser prior to the Effective Date contain a true and complete record, in all material respects, of all actions taken at all meetings and by all written consents in lieu of meetings of the shareholders, the boards of directors and committees of the boards of directors of the Company, the PRC WFOE and the Related Entities. The share transfer ledgers and other similar records of the Company, the PRC WFOE and the Related Entities as made available to the Purchaser prior to the Effective Date accurately reflect all record transfers prior to such date in the share capital of the Company and the registered capital of each of the PRC WFOE and the Related Entities. Except as those maintained by the Company's registration agent or the relevant Government and Regulatory Authorities, none of the Company, the PRC WFOE or any Related Entity has any of its Books and Records recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of the Company, the PRC WFOE or an Related Entity.

Disclosure and Information. (a) No representation or warranty contained in this Agreement or in any other Transaction Document and given by, or on behalf of, any Seller, the Company, the PRC WFOE, any Related Entity or any Key Employee and no statement contained in the Disclosure Schedule, any certificates delivered pursuant hereto or the 2002 Financial Statements Management Accounts delivered pursuant to this Agreement or such monthly management accounts for the Company and the Related Entity for each month in 2004 from April 1, 2004 up to and including the most recently completed month prior to the Closing, contains any material misstatement or omits to state a material fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading. (b) To the best knowledge of the Management Sellers, there are no facts or circumstances that could materially adversely affect the Shares, the Company, Company the PRC WFOE, any Related Entity, any Seller (as it relates to the Company), any of the Assets or the condition (financial or otherwise), operations, profitability or prospects of the Company, Company or the PRC WFOE or any Related Entity which have not been fully and properly disclosed to the Purchaser. (c) The Constitution, minute books and other similar records of the Company, Company and the PRC WFOE and each Related Entity as made available to the Purchaser prior to the Effective Date contain a true and complete all material record, in all material respects, of all actions taken at all meetings and by all written consents in lieu of meetings of the shareholders, the boards of directors and committees of the boards of directors of the Company, the PRC WFOE Company and the Related EntitiesEntity. The share transfer ledgers and other similar records of the Company, the PRC WFOE Company and the Related Entities Entity as made available to the Purchaser prior to the Effective Date accurately reflect all record transfers prior to such date in the share capital of the Company and the registered capital of each of the PRC WFOE and the Related EntitiesEntity. Except as those maintained by the Company's registration agent or the relevant Government and Regulatory Authorities, none of the Company, the PRC WFOE or any Related Entity has any of its Books and Records recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of the Company, the PRC WFOE or an Related Entity.

Disclosure and Information. (a) No representation or warranty contained in this Agreement or in any other Transaction Document and given by, or on behalf of, any Seller, the Company, the PRC WFOE, any Related Entity or any Key Employee and no statement contained in the Disclosure Schedule, any certificates delivered pursuant hereto or the 2002 Financial Statements Management Accounts delivered pursuant to this Agreement or such monthly management accounts for the Company and the Related Entity for each month in 2004 from January 1, 2004 up to and including the most recently completed month prior to the Closing, contains any material misstatement or omits to state a material fact necessary in order to make the statements herein or therein, in the light of Final the circumstances under which they were made, not misleading. (b) To the best knowledge of the Management SellersSellers and the Ultimate Seller, there are no facts or circumstances that could materially adversely affect the Shares, the Company, the PRC WFOE, Company any Related Entity, any Seller (as it relates to the Company), any of the Assets or the condition (financial or otherwise), operations, profitability or prospects of the Company, the PRC WFOE Company or any Related Entity which have not been fully and properly disclosed to the Purchaser. (c) The Constitution, minute books and other similar records of the Company, Company and the PRC WFOE and each Related Entity as made available to the Purchaser prior to the Effective Date contain a true and complete all material record, in all material respects, of all actions taken at all meetings and by all written consents in lieu of meetings of the shareholders, the boards of directors and committees of the boards of directors of the Company, the PRC WFOE Company and the Related EntitiesEntity. The share transfer ledgers and other similar records of the Company, the PRC WFOE Company and the Related Entities Entity as made available to the Purchaser prior to the Effective Date accurately reflect all record transfers prior to such date in the share capital of the Company and the registered capital of each of the PRC WFOE and the Related EntitiesEntity. Except as those maintained by the Company's registration agent or the relevant Government and Regulatory Authorities, none of the Company, the PRC WFOE or any Related Entity has any of its Books and Records recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of the Company, the PRC WFOE or an Related Entity.

Disclosure and Information. (a) No representation or warranty contained in this Agreement or in any other Transaction Document and given by, or on behalf of, any Seller, the Company, the PRC WFOE, any Related Entity or any Key Employee key employee and no statement contained in the Disclosure Schedule, any certificates delivered pursuant hereto or the 2002 Financial Statements Management Accounts delivered pursuant to this Agreement or such monthly management accounts for the Company and the Related Entity for each month from the Inception Date up to and including the most recently completed month prior to the Closing, contains any material misstatement or omits to state a material fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading. (b) To the best knowledge of the Management SellersSeller, there are no facts or circumstances that could materially adversely affect the Shares, the Company, Company the PRC WFOE, any Related Entity, any Seller (as it relates to the Company), any of the Assets or the condition (financial or otherwise), operations, profitability or prospects of the Company, Company or the PRC WFOE or any Related Entity which have not been fully and properly disclosed to the Purchaser. (c) The Constitution, minute books and other similar records of the Company, Company and the PRC WFOE and each Related Entity as made available to the Purchaser prior to the Effective Date contain a true and complete all material record, in all material respects, of all actions taken at all meetings and by all written consents in lieu of meetings of the shareholders, the boards of directors and committees of the boards of directors of the Company, the PRC WFOE Company and the Related EntitiesEntity. The share transfer ledgers and other similar records of the Company, the PRC WFOE Company and the Related Entities Entity as made available to the Purchaser prior to the Effective Date accurately reflect all record transfers prior to such date in the share capital of the Company and the registered capital of each of the PRC WFOE and the Related EntitiesEntity. Except as those maintained by the Company's ’s registration agent or the relevant Government and Regulatory Authorities, none of the Company, the PRC WFOE or any Related Entity has any of its Books and Records recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of the Company, the PRC WFOE or an Related Entity.