Common use of Negative undertakings Clause in Contracts

Negative undertakings. In order to ensure Party B’s performance of the agreements between Party A and Party B and all its obligations owed to Party A, Party B and Party C hereby confirm and agree that unless with prior written consent from Party A or a third party appointed by Party A, Party B shall not conduct any transaction which may materially affect any of its assets, businesses, employees, duties, rights or operations, including but not limited to the following: 1.1 to conduct any business that is beyond the normal business scope or in a manner inconsistent with past practices; 1.2 to borrow money or incur any debt from any third party; 1.3 to change or dismiss any director or to dismiss and replace any senior management member; 1.4 to sell to or acquire from any third party, or otherwise dispose any of its material assets or rights, including but not limited to any intellectual property rights; 1.5 to provide guarantee in favor of any third party or impose any encumbrance upon any of its assets (including intellectual property rights); 1.6 to amend its articles of association or change its scope of business; 1.7 to change its ordinary course of business or modify any material internal bylaws or systems; 1.8 to assign any of the rights or obligations under this Agreement to any third party; 1.9 to make significant adjustment to any of its business operations, marketing strategies, operation policies or client relations; and 1.10 to make any form of distribution of dividend or bonus.

Negative undertakings. In order to ensure Party B’s 's performance of the agreements between Party A and Party B and all its obligations owed pursuant to Party Athe Technical Service Agreement, Party B together with its shareholders Party C and Party C D, hereby jointly confirm and agree that unless with Party B has obtained the prior written consent from of Party A or a third another party appointed by Party A, Party B shall not conduct enter into any transaction which may materially affect any of its assets, businesses, employees, dutiesobligations, rights or operations, including but not limited to the following: 1.1 to To conduct any business that is beyond the normal business scope or in a manner inconsistent with past practicesscope; 1.2 to To borrow money or incur any debt from any third party; 1.3 to To change or dismiss any director directors or to dismiss and replace any senior management membermembers; 1.4 to To sell to or acquire from any third party, or otherwise dispose party any of its material assets or rights, including but not limited to any intellectual property rights; 1.5 To guarantee or secure the obligations of any third party with its assets or intellectual property rights or to provide guarantee create any encumbrance over its assets in favor of any third party or impose any encumbrance upon any of its assets (including intellectual property rights)party; 1.6 to To amend its the articles of association of Party B (the “Articles”) or to change its scope of businessbusiness scope; 1.7 to To change its ordinary course of the normal business process or modify any material internal bylaws or systemspolicy of Party B; 1.8 to To assign any of the rights or obligations under this Agreement herein to any third party; 1.9 to make significant adjustment to any of To adjust materially its business operationsoperating models, marketing strategies, operation policies operating guidance or client relationsrelationships; andor 1.10 to make To declare any form of distribution of dividend or bonusin any way.

Negative undertakings. In order to ensure Party B’s performance of the agreements between Party A and Party B and all its obligations owed born to Party A, Party B and Party C the Shareholders hereby confirm and agree that unless with Party B has obtained prior written consent from Party A or a third another party appointed by Party A, Party B shall not conduct any transaction which may materially affect any of its assets, businesses, employees, duties, rights or operations, including but not limited to the following: 1.1 to conduct any business that is beyond the normal business scope or in a manner inconsistent with past practices; 1.2 to borrow money or incur any debt from any third party; 1.3 to change or dismiss any director or to dismiss and replace any senior management member; 1.4 to sell to or acquire from any third party, or otherwise dispose party any of its material assets or rights, including but not limited to any intellectual property rights; 1.5 to provide guarantee in favor of for any third party or impose any encumbrance upon any of with its assets (including or intellectual property rights)rights or to provide any other guarantee or to place any other obligations over its assets; 1.6 to amend its articles of association or change its scope of businessbusiness scope; 1.7 to change its ordinary course of the normal business procedures or modify any material internal bylaws or systemsrules and policies; 1.8 to assign any of the rights or obligations under this Agreement to any third party; 1.9 to make significant adjustment to any of its business operations, marketing strategies, operation policies or client relations; and; 1.10 to make any form of distribution of dividend or bonus.; and 1.11 to conduct any other business operation activity

Negative undertakings. In order to ensure Party B’s performance of the agreements between Party A and Party B and all its obligations owed born to Party A, Party B and Party C the Shareholders hereby confirm and agree that unless with Party B has obtained prior written consent from Party A or a third another party appointed by Party A, Party B shall not conduct any transaction which may materially affect any of its assets, businesses, employees, duties, rights or operations, including but not limited to the following: 1.1 to conduct any business that is beyond the normal business scope or in a manner inconsistent with past practices; 1.2 to borrow money or incur any debt from any third party; 1.3 to change or dismiss any director or to dismiss and replace any senior management member; 1.4 to sell to or acquire from any third party, or otherwise dispose party any of its material assets or rights, including but not limited to any intellectual property rights; 1.5 to provide guarantee in favor of for any third party or impose any encumbrance upon any of with its assets (including or intellectual property rights)rights or to provide any other guarantee or to place any other obligations over its assets; 1.6 to amend its articles of association or change its scope of businessbusiness area; 1.7 to change its ordinary course of the normal business procedures or modify any material internal bylaws or systemsrules and policies; 1.8 to assign any of the rights or obligations under this Agreement to any third party; 1.9 to make significant adjustment to any of its business operations, marketing strategies, operation policies or client relations; and; 1.10 to make any form of distribution of dividend or bonus.; and 1.11 to make any other business operation activity