Common use of Party B’s Representations and Warranties Clause in Contracts

Party B’s Representations and Warranties. Party B hereby represent and warrant to Pary A that on and till the execution date of this Agreement and each and every transfer day thereafter: (1) Party B shall have full exclusivity and resale ownership of the underlying assets, without any security interest attached on the underlying assets, except those which have been disclosed to Party A and have obtained the written consent of Party A; Party B’s use of the underlying assets will not infringe the rights and interests of any third person, and there shall be no action or other dispute concerning the underlying asset; (2) Party B shall sign and execute this agreement within the scope of its power and operation; it has taken the necessary corporate conduct and has obtained the consent and approval of a third party or government department; does not violate the restrictions of laws and contracts that bind or affect it; Party B has complied with all PRC laws and regulations relating to asset acquisition; (3) Upon signature of this contract, it constitutes a lawful, valid and binding obligation to Party B and may be enforced against it; (4) It has the power and ability to enter into and deliver this contract and any underlying asset transfer contract entered into under this contract for each transfer of the underlying assets purchased, as well as the authority and capacity to perform its obligations under this contract and any underlying asset transfer contract. This contract and the underlying asset transfer contract of which it is a party, once signed, will constitute a lawful, valid and binding obligation to it and may be enforced in accordance with its terms; (5) Neither the signing and delivery of this contract or any underlying asset transfer contract nor the performance of its obligations under this contract or any underlying asset transfer contract shall: (i) result in a breach of any relevant PRC law; (ii) conflict with its article of association or other organizational documents; (iii) result in its breach of any contract or document to which it is a party or binding on it, or constitute a breach under any contract or document to which it is a party or which is binding on it; (iv) causing a breach of any condition for the grant and/or continued validity of any license or approval issued to it; or (v) lead to the suspension, revocation or conditionality of any license or approval issued to it; (6) Party B has no outstanding debts, which not include (i) debts incurred in the ordinary course of business; and (ii) debts that have been disclosed to Party A and have obtained the written consent of Party A

Party B’s Representations and Warranties. 2.2.1 Party B hereby represent is a duly organized and warrant validly existing asset management company qualified to Pary A that on engage in insurance management and till the operation of insurance assets as approved by China Insurance Regulatory Commission with independent legal person status and capacity and capability to execute and perform this Agreement; 2.2.2 The execution date and performance of this Agreement shall not be in conflict with its current articles of association, internal rules or any agreements, documents or obligations to which Party B is a party, and each shall not violate any current laws, regulations, judgment, verdict, administrative authorization, order or decision applicable to Party B; 2.2.3 Party B warrants that it shall, during the term hereof, have and every transfer day thereafter:maintain sufficient, dutiful and experienced personnel qualified to perform the obligations hereunder and engage in related business to be responsible for the performance of the obligations hereunder and various duties and responsibilities provided herein; 2.2.4 Party B warrants that it shall, within the scope of rights and obligations provided herein, treat fairly the Entrusted Assets under its management, and shall not harm the interest of Entrusted Assets under this Agreement for other assets under its management. Party B warrants that when engaging in the management of Entrusted Assets of Party A, it shall not (1) Party B shall have full exclusivity and resale ownership mix the management of the underlying assets, without any security interest attached on the underlying assets, except those which have been disclosed to Party A and have obtained the written consent of Party A; Party B’s use of the underlying Entrusted Assets with assets will not infringe the rights and interests of any third person, and there shall be no action or other dispute concerning the underlying assetowned by itself; (2) Party B shall sign and execute this agreement within mix the scope management of Entrusted Assets with other assets under its power and operation; it has taken the necessary corporate conduct and has obtained the consent and approval of a third party or government department; does not violate the restrictions of laws and contracts that bind or affect it; Party B has complied with all PRC laws and regulations relating to asset acquisitionmanagement; (3) Upon signature mix the management of this contract, it constitutes a lawful, valid and binding obligation to Party B and may be enforced against itassets entrusted by different clients; (4) It has the power and ability to enter into and deliver this contract and any underlying asset transfer contract entered into under this contract for each transfer of the underlying assets purchased, as well as the authority and capacity to perform its obligations under this contract and any underlying asset transfer contract. This contract and the underlying asset transfer contract of which it is a party, once signed, will constitute a lawful, valid and binding obligation to it and may be enforced in accordance with its termsmisappropriate Entrusted Assets; (5) Neither the signing pursue interest for itself or others using Entrusted Assets and delivery of this contract or any underlying asset transfer contract nor the performance of its obligations under this contract or any underlying asset transfer contract shall: (i) result in a breach of any relevant PRC law; (ii) conflict with its article of association or other organizational documents; (iii) result in its breach of any contract or document to which it is a party or binding on it, or constitute a breach under any contract or document to which it is a party or which is binding on it; (iv) causing a breach of any condition for the grant and/or continued validity of any license or approval issued to it; or (v) lead to the suspension, revocation or conditionality of any license or approval issued to itrelated information; (6) violate applicable laws, administrative regulations, rules or this Agreement; or (7) conduct other acts harmful to the interest of Entrusted Assets under this Agreement. 2.2.5 Party B has no outstanding debtswarrants that it shall establish sound internal risk control, which supervision and inspection, accounting and personnel management systems. 2.2.6 Party B warrants that it shall perform the obligation of management itself, and without Party A’s written consent, shall not include (i) debts incurred in entrust its rights and obligations under this Agreement to any third party, or transfer such rights and obligations; 2.2.7 During the ordinary course of businessterm hereof, the foregoing representations and warranties shall always be true and effective as under the facts and circumstances then; and (ii) debts that have been disclosed to and 2.2.8 Party B shall notify Party A of any change to the foregoing representations and have obtained the written consent of Party Awarranties in a timely fashion.

Party B’s Representations and Warranties. Party B hereby represent represents and warrant warrants to Pary Party A that on and till the execution date of signing this Agreement Contract and on each and every transfer day thereafterdate, as follows: (1) Party B shall have full exclusivity and resale has exclusive ownership of the underlying assets, without any security interest attached on Underlying Assets and the underlying assets, except those which have been disclosed to Party A and have obtained the written consent of Party A; Party B’s use of the underlying assets Underlying Assets will not infringe the rights and interests of any third personparty. In addition, and there shall be is no action litigation or other dispute concerning disputes relating to the underlying assetUnderlying Assets; (2) The execution and performance of this Contract by Party B shall sign and execute this agreement is within the scope of its power and its business operation; it Party B has taken the necessary corporate conduct actions to acquire duly authorization and has obtained the consent and approval of a third party or parties and government departmentauthorities; does and Party B will not violate the any legal and contractual restrictions of laws and contracts that bind have a binding force or affect it; influence on Party B has complied with all PRC laws and regulations relating to asset acquisitionB; (3) Upon signature of this contract, it This Contract upon its execution constitutes a lawfullegal, valid and binding obligation to obligations of Party B and may be enforced against itB, enforceable in accordance with the terms of this Contract; (4) It Party B has the power authority and ability capacity to enter into execute and deliver this contract Contract and any underlying asset transfer contract entered into under this contract Underlying Assets Transfer Contract to which it is a Party concluded and signed for each transfer of the underlying assets purchased, as well as the authority Purchased Underlying Assets in accordance herewith and capacity to perform its obligations under this contract Contract and any underlying asset transfer contractUnderlying Assets Transfer Contract. This contract Contract and the underlying asset transfer contract of Underlying Assets Transfer Contracts to which it is a party, once signed, Party upon execution constitute or will constitute a lawfullegal, valid and binding obligation to it and may be enforced obligations of Party B, enforceable in accordance with its their terms; (5) Neither the signing execution and delivery of this contract Contract or any underlying asset transfer contract Underlying Assets Transfer Contract nor the performance of its obligations under this contract Contract or any underlying asset transfer contract shallUnderlying Assets Transfer Contract will: (i) result in a any breach of any relevant PRC lawapplicable law in China; (ii) conflict with its article Party B’s articles of association or other organizational documents; (iii) result in its cause any breach of or constitute any default under any contract or document instrument to which it is a party or binding on it, or constitute a breach under any contract or document to which it is a party or which is binding on itbound; (iv) causing a breach of violate any condition for the grant and/or continued validity of under which any permit or license or approval issued is granted to itit and (or) continues to be in effect; or (v) lead to the suspension, suspension of or revocation of or conditionality imposition of additional conditions on any permit or license or approval issued granted to it; (6) Party B has no outstanding debts, which not include (i) debts incurred in the ordinary course of business; and (ii) debts that have been disclosed to Party A and have obtained the written consent of Party A.

Party B’s Representations and Warranties. 9.1 The content of the representations and warranties made by Party B hereby represent under this Article 9 are true and warrant accurate in all material respects as of both the date hereof and the Closing Date and Party A may rely on such representations and warranties to Pary A that on enter into and till perform this Agreement. 9.2 Party B is a lawfully incorporated legal person and has full power and legal rights to enter into and perform this Agreement and the execution Transaction contemplated herein; and as from the date the conditions to its effectiveness are satisfied, this Agreement shall constitute valid and legally binding obligations of Party B. 9.3 Party B’s entry into and performance of this Agreement and each and every transfer day thereafter: its consummation of the Transaction contemplated herein will not (1a) breach any provision of the articles of association or similar constitutional document of SubjectCo, (b) contravene or constitute a default under the term or provision of any binding agreement or document to which Party B shall have full exclusivity and resale ownership of the underlying assets, without any security interest attached on the underlying assets, except those which have been disclosed to Party A and have obtained the written consent of Party A; Party B’s use of the underlying assets will not infringe the rights and interests of any third person, and there shall be no action or other dispute concerning the underlying asset; (2) Party B shall sign and execute this agreement within the scope of its power and operation; it has taken the necessary corporate conduct and has obtained the consent and approval of a third party or government department; does not violate the restrictions of laws and contracts that bind or affect it; Party B has complied with all PRC laws and regulations relating to asset acquisition; (3) Upon signature of this contract, it constitutes a lawful, valid and binding obligation to Party B and may be enforced against it; (4) It has the power and ability to enter into and deliver this contract and any underlying asset transfer contract entered into under this contract for each transfer of the underlying assets purchased, as well as the authority and capacity to perform its obligations under this contract and any underlying asset transfer contract. This contract and the underlying asset transfer contract of which it SubjectCo is a party, once signedor (c) violate any laws, will constitute a lawfulregulations or normative documents applicable to Party B. 9.4 Party B represents and warrants as follows to Party A with respect to the Subject Asset: 9.4.1 By the Closing Date (excluded), valid Subject Equity has been lawfully and binding obligation actually owned by Party B and Party B is entitled to transfer it to Party A. Except as disclosed, as of Closing Date, Subject Equity is free and may be enforced in accordance with its terms; (5) Neither the signing and delivery of this contract clear from any pledge, mortgage or other third party restrictions, nor is there any underlying asset transfer contract nor the performance of its obligations under this contract or any underlying asset transfer contract shall: (i) result in a breach of any relevant PRC law; (ii) conflict with its article laws, regulations, judgments or agreements applicable to the Subject Equity or the provisions of the articles of association or other organizational documents; (iii) result in its breach of any contract or document to which it is a party or binding on itthe company. 9.4.2 As of the date hereof, or constitute a breach under any contract or document to which it is a party or which is binding on it; (iv) causing a breach of any condition for the grant and/or continued validity of any license or approval issued to it; or (v) lead to the suspension, revocation or conditionality of any license or approval issued to it; (6) Party B has no outstanding debtsfully paid up its capital contributions to SubjectCo and does not have any circumstances of untruthful funding or withdrawal of capital or other circumstances affecting the lawful existence of SubjectCo; SubjectCo has lawfully acquired the assets under its name and enjoys complete and valid rights thereto. 9.4.3 As of the Closing Date, which the Subject Asset is not include (i) debts incurred involved in any ongoing material suits or arbitrations pertaining to it. Upon Closing of the Subject Asset, if Party A or the Subject Asset suffers actual losses as a result of any suit, arbitration or other legal or administrative proceedings pertaining to the Subject Asset arising out of any reason preceding the Closing Date, and if such losses are not yet appropriately reflected in the ordinary course of business; and (ii) debts that have Appraisal Report, then Party B shall bear such losses. 9.4.4 If there exists any Encumbrance or defect which has not been disclosed and which as a result of a reason preceding the Closing Date may affect Party A’s enjoyment of complete and full ownership rights to the Subject Equity, or if there exists other circumstances resulting in the diminution or loss in value of the Subject Equity, Party B shall bear sole responsibility to resolve such circumstances and shall indemnify Party A against its resultant losses. 9.4.5 New Culture has in all material respects conducted its business in compliance with all applicable PRC laws and have obtained regulations, government approvals and its business licenses; New Culture has not contravened any order, ruling, judgment or award received by it from any PRC court or arbitration commission or from any government or regulatory authority; nor has New Culture received from any PRC court or arbitration commission or from any government or regulatory authority any order, ruling, judgment or award pertaining to the written consent of Party Afailure by the company to comply with any law or any regulatory requirement; nor has New Culture been subjected to any material administrative punishment by competent PRC authorities; nor are there any pending or threatened administrative review or administrative litigation proceedings

Party B’s Representations and Warranties. Party B hereby represent and warrant to Pary A that on and till the execution date of this Agreement and each and every transfer day thereafter: (1) Party B shall have full exclusivity and resale ownership of the underlying assets, without any security interest attached on the underlying assets, except those which have been disclosed to Party A and have obtained the written consent of Party A; Party B’s 's use of the underlying assets will not infringe the rights and interests of any third person, and there shall be no action or other dispute concerning the underlying asset;； (2) Party B shall sign and execute this agreement within the scope of its power and operation; it has taken the necessary corporate conduct and has obtained the consent and approval of a third party or government department; does not violate the restrictions of laws and contracts that bind or affect it; Party B has complied with all PRC laws and regulations relating to asset acquisition; (3) Upon signature of this contract, it constitutes a lawful, valid and binding obligation to Party B and may be enforced against it; (4) It has the power and ability to enter into and deliver this contract and any underlying asset transfer contract entered into under this contract for each transfer of the underlying assets purchased, as well as the authority and capacity to perform its obligations under this contract and any underlying asset transfer contract. This contract and the underlying asset transfer contract of which it is a party, once signed, will constitute a lawful, valid and binding obligation to it and may be enforced in accordance with its terms; (5) Neither the signing and delivery of this contract or any underlying asset transfer contract nor the performance of its obligations under this contract or any underlying asset transfer contract shall: (i) result in a breach of any relevant PRC law; (ii) conflict with its article of association or other organizational documents; (iii) result in its breach of any contract or document to which it is a party or binding on it, or constitute a breach under any contract or document to which it is a party or which is binding on it; (iv) causing a breach of any condition for the grant and/or continued validity of any license or approval issued to it; or (v) lead to the suspension, revocation or conditionality of any license or approval issued to it; (6) Party B has no outstanding debts, which not include (i) debts incurred in the ordinary course of business; and (ii) debts that have been disclosed to Party A and have obtained the written consent of Party A

Party B’s Representations and Warranties. 6.2.1 It is a company legally incorporated in accordance with the laws of the People’s Republic of China, legally existing and in good standing. Party B hereby represent has full company authorization and warrant the right to Pary A that on sign and till the execution date perform this Agreement without obtaining any third party’s permission, consent, approval and authorization. The signing and performance of this Agreement by Party B does not violate any other agreements or documents it has entered into, nor does it violate any laws, regulations or provisions of the place where Party B’s company is registered; 6.2.2 Party B can act as the operator and each publisher of Mobile Games in the Territory, and every transfer day thereafterhas the necessary licenses, permission, consent, government or other approvals and qualifications to operate games in the Territory; 6.2.3 There are no ongoing or ongoing litigation in any court, arbitration tribunal, administrative court or government agency, such actions or litigation have or may substantially negatively affect Party B’s business, property, financial or other conditions and operation, which may cause Party B to be unable to perform its obligations under this Agreement; 6.2.4 The SDK embedded in the Localized Game does not have any functions that violate the laws and regulations of the Territory or the User’s rights, including but not limited to stealing User privacy, withholding fees, modifying the User’s mobile phone system, infringing on the User’s legitimate rights and interests, etc.; Party B also guarantees that it does not contain game viruses and other contents that may damage the User’s mobile phone; 6.2.5 Party B shall not directly or indirectly distribute or operate this Game/Localized Game outside the Territory , and shall not directly or indirectly, independently or authorize a third party, or due to the reason of Party B, launch and operate Similar Products of the authorized game/Localized Game in the Territory within the Term of License of this Agreement, or take any (or assist any) actions that may infringe or lead to infringement of the legitimate rights and interests of Party A and/or Party A’s Affiliates; 6.2.6 The Localized Games can operate normally and continuously in the Territory, and that the Localized Translations of the games provided by Party B and its operations will not damage the brand reputation, legitimate interests of Party A and/or its Affiliates, and the legitimate interests of other third Parties. All legal disputes, administrative penalties and infringement losses arising therefrom shall be handled by Party B and all the expenses arising therefrom shall also be borne by Party B. Party B shall guarantee that Party A and its Affiliates shall be exempted from any liability and expenses; if Party A and/or its Affiliates suffer losses as a result, Party B shall be responsible for compensation. 6.2.7 In any case, Party B shall not and will not engage in the following prohibited acts: (1) Party B shall have full exclusivity and resale ownership not delete, deface, conceal or modify the copyright notice, trademark or other proprietary marks of the underlying assets, without any security interest attached Party A or its Affiliates on the underlying assets, except those which have been disclosed to Party A and have obtained the written consent of Party A; Party B’s use of the underlying assets will not infringe the rights and interests of any third person, and there shall be no action or other dispute concerning the underlying assetLocalized Game products; (2) Party B shall sign and execute this agreement within not perform any acts including but not limited to cracking, modifying, renaming, adding, deleting, splitting, decompiling, etc. for Localized Game products without the scope prior authorization of its power and operation; it has taken the necessary corporate conduct and has obtained the consent and approval of a third party or government department; does not violate the restrictions of laws and contracts that bind or affect it; Party B has complied with all PRC laws and regulations relating to asset acquisitionA; (3) Upon signature Except for the purpose of this contractAgreement, it constitutes a lawful, valid and binding obligation to Party B has no right to access and may be enforced against itcannot modify the Source Code of the game or any part of the game software or server-side software, nor shall it obtain all or part of the game Source Code through reverse engineering, reverse compilation, disassembly, translation or other means, nor allow, encourage or assist any person or entity to carry out such actions; (4) It has Party B shall not conceal or defraud the power revenue data and ability to enter into and deliver this contract and any underlying asset transfer contract entered into under this contract for each transfer operating conditions of the underlying assets purchased, as well as the authority and capacity to perform its obligations under this contract and game in whole or in part in any underlying asset transfer contract. This contract and the underlying asset transfer contract of which it is a party, once signed, will constitute a lawful, valid and binding obligation to it and may be enforced in accordance with its termsway; (5) Neither the signing and delivery Party B shall not enter into any Agreement with any third party that conflicts with any provision of this contract or any underlying asset transfer contract nor the performance of its obligations under this contract or any underlying asset transfer contract shall: (i) result in a breach of any relevant PRC law; (ii) conflict with its article of association or other organizational documents; (iii) result in its breach of any contract or document to which it is a party or binding on it, or constitute a breach under any contract or document to which it is a party or which is binding on it; (iv) causing a breach of any condition for the grant and/or continued validity of any license or approval issued to it; or (v) lead to the suspension, revocation or conditionality of any license or approval issued to itAgreement; (6) Party B has no outstanding debts, which not include (i) debts incurred in Without the ordinary course of business; and (ii) debts that have been disclosed to Party A and have obtained the written consent prior Written permission of Party A, Party B shall not use the Localized Games (including Localized Game Websites, etc.) to carry out any advertising activities; (7) Party B shall not abuse the authorization obtained by signing this Agreement, nor shall Party B act beyond such authorization; (8) Party B shall not use the Localized Game for any benefit without Party A’s knowledge.

Party B’s Representations and Warranties. 7.1 Party B hereby represent undertakes, represents, wan-ants and warrant covenants to Pary Party A as follows: (a) Party B has the full legal capacity, power, right and authority to enter into this Agreement and to co-operate with Party A; (b) that all information written or otherwise supplied by Party B to Party A are true, complete and accurate and Party B is not aware of any fact, the non-disclosure of which might affect the willingness of Party A to co-operate with Party Bon the terms of this Agreement; and (c) to Party B’s best knowledge there are no suits or actions before any court, arbitration, legal or administrative proceedings or other proceeding or governmental investigation pending or threatened against Party B which affects the transaction contemplated hereby; and (d) there are no material facts or circumstances, in relation to the Purpose, which have not been fully and fairly disclosed in writing to Party A and which, if disclosed, might reasonably have been expected to affect the decision of Party A to enter into this Agreement; (e) Party Bis not wound up/ bankrupt and there are no winding-up/ bankrupt proceeding present or pending or threatened against Party B which might impair Party B’s abilities to perfo1111 its obligations hereunder. (f) Party B is authorised by the landowner of the Land (if any) and has the authority to grant or permit access to and allow possession of the Land. (g) Party B has vacant possession of the Land and is in a position to deliver vacant possession thereof to Party A. (h) Party B has not at any time prior to the date of this Agreement entered into any agreement or atTangement, whether written or otherwise for the renting or leasing of the Land to any person, firm, corporation, body corporate or unincorporated or granted any option or the right of first refusal, whether in writing or otherwise, in favour of any person, firm, corporation, body corporate or unincorporated for the purchase of the Land which are still subsisting and which have not been validly and lawfully terminated or rescinded. (i) shall ensure that there is no interruption to Party A’s conduct in business for the Purpose on the Land throughout the term of this Agreement. (j) after the date of this Agreement, Party B shall ensure that the landowner of the Land (if any) shall not charge, lease, let, sell, dispose, assign or in any manner whatsoever encumber or deal with the Land or any part thereof after the date of this Agreement. (k) to insure and till keep insured the execution Land (if applicable) against loss or damage by fire and to pay all such premiums punctually, and in case of disruption or damage to the Land from any cause covered by such insurance as to make the same unfit for the purpose of the Land, to cause all monies received by virtue of such insurance (unless the insurance monies become irrecoverable through any act or default of Party A) to be laid out in reinstating the Land as soon as it is reasonably practicable. (l) there are no claims adversely affecting the right of Party B or the landowner of the Land to deliver vacant possession of the Land at the date of this Agreement. 7.2 Party B acknowledges and agrees that Party A has entered into this Agreement in reliance on the representations and watTanties by PartyB. 7.3 Each of the warranties is separate and independent and is without prejudice to any other warranty and (except where expressly stated otherwise) shall not be limited by reference to any clause, sub-clause, paragraph or sub-paragraph. 7.4 All watTanties shall be deemed to be made on the commencement date of this Agreement and to be repeated on each and every transfer day thereafter: (1) Party B shall have full exclusivity and resale ownership of during the underlying assets, without any security interest attached on the underlying assets, except those which have been disclosed to Party A and have obtained the written consent of Party A; Party B’s use of the underlying assets will not infringe the rights and interests of any third person, and there shall be no action or other dispute concerning the underlying asset; (2) Party B shall sign and execute this agreement within the scope of its power and operation; it has taken the necessary corporate conduct and has obtained the consent and approval of a third party or government department; does not violate the restrictions of laws and contracts that bind or affect it; Party B has complied with all PRC laws and regulations relating to asset acquisition; (3) Upon signature period of this contract, it constitutes a lawful, valid and binding obligation to Party B and may be enforced against it; (4) It has the power and ability to enter into and deliver this contract and any underlying asset transfer contract entered into under this contract for each transfer of the underlying assets purchased, as well as the authority and capacity to perform its obligations under this contract and any underlying asset transfer contract. This contract and the underlying asset transfer contract of which it is a party, once signed, will constitute a lawful, valid and binding obligation to it and may be enforced in accordance with its terms; (5) Neither the signing and delivery of this contract or any underlying asset transfer contract nor the performance of its obligations under this contract or any underlying asset transfer contract shall: (i) result in a breach of any relevant PRC law; (ii) conflict with its article of association or other organizational documents; (iii) result in its breach of any contract or document to which it is a party or binding on it, or constitute a breach under any contract or document to which it is a party or which is binding on it; (iv) causing a breach of any condition for the grant and/or continued validity of any license or approval issued to it; or (v) lead Agreement by reference to the suspensionfacts and circumstances existing at such time, revocation or conditionality of any license or approval issued to it; (6) Party B has no outstanding debts, which not include (i) debts incurred in the ordinary course of business; and (ii) debts that have been disclosed to Party A and have obtained terms set out in the written consent of Party Awarranties.