Common use of Party B’s Representations Clause in Contracts

Party B’s Representations. Party B hereby represents and warrants: 2.1.1 Without Party A’s prior written consent, Party B’s Articles of Association shall not be supplemented, changed or renewed in any way, Party B’s registered capital of shall not be increased or decreased, and the structure of Party B’s registered capital shall not be changed in any form; 2.1.2 To maintain the corporate existence of Party B and to prudently and effectively operate the Business according with customary fiduciary standards applicable to managers with respect to corporations and their shareholders; 2.1.3 Upon the execution of this Agreement, to not sell, transfer, mortgage or dispose, in any other form, any asset, legitimate or beneficial interest of business or income, or encumber or approve any encumbrance or imposition of any security interest on Party B’s assets without Party A’s prior written consent; 2.1.4 To not issue or provide any guarantee or permit the existence of any debt without Party A’s prior written consent, other than (i) such debt that may arise from Party B’s ordinary course of business (excepting a loan); and (ii) such debt which has been disclosed to Party A; 2.1.5 To operate and conduct all business operations in the ordinary course of business, without damaging the Business or the value of Party B’s assets; 2.1.6 To not enter into any material agreements without Party A’s prior written consent, other than agreements entered into in the ordinary course of business (for purpose of this paragraph, if any agreement for an amount in excess of One Hundred Thousand Renminbi (RMB 100,000) shall be deemed a material agreement); 2.1.7 To not provide loan or credit to any other party or organization without Party A’s prior written consent; 2.1.8 To provide to Party A all relevant documents relating to the Business and its operations and finance at the request of Party A; 2.1.9 To purchase and maintain general business insurance of the type and amount comparable to those held by companies in the same industry, with similar business operations and assets as Party B, from an insurance company approved by Party A; 2.1.10 To not enter into any merger, cooperation, acquisition or investment without Party A’s prior written consent; 2.1.11 To notify Party A of the occurrence or the potential occurrence of litigation, arbitration or administrative procedure relating to Party B’s assets, business operations and/or income; 2.1.12 In order to guarantee the ownership of Party B’s assets, to execute all requisite or relevant documents, take all requisite or relevant actions, and make and pursue all relevant claims; 2.1.13 To not assign the Equity Interest in any form without Party A’s prior written notice; however, Party B shall distribute dividends to the Shareholders upon the request of Party A; and 2.1.14 In accordance with Party A’s request, to appoint any person designated by Party A to a management position for Party B.

Party B’s Representations. Party B hereby represents and warrants: 2.1.1 Without Party A’s 's prior written consent, Party B’s 's Articles of Association shall not be supplemented, changed or renewed in any way, Party B’s 's registered capital of shall not be increased or decreased, and the die structure of Party B’s 's registered capital shall not be changed in any form; 2.1.2 To maintain the corporate existence of Party B and to prudently and effectively operate the Business according with customary fiduciary standards applicable to managers with respect to corporations and their shareholders; 2.1.3 Upon the execution of this Agreement, to not sell, transfer, mortgage or dispose, in any other form, any asset, legitimate or beneficial interest of business or income, or encumber or approve any encumbrance or imposition of any security interest on Party B’s 's assets without Party A’s 's prior written consent; 2.1.4 To not issue or provide any guarantee or permit the existence of any debt without Party A’s 's prior written consent, other than (i) such debt that may arise from Party B’s 's ordinary course of business (excepting a loan); and (ii) such debt which has been disclosed to Party A; 2.1.5 To operate and conduct all business operations in the ordinary course of business, without damaging the Business or the value of Party B’s 's assets; 2.1.6 To not enter into any material agreements without Party A’s 's prior written consent, other than agreements entered into in the ordinary course of business (for purpose of this paragraph, if any agreement for an amount in excess of One Hundred Thousand Renminbi (RMB 100,000) shall be deemed a material agreement); 2.1.7 To not provide loan or credit to any other party or organization without Party A’s 's prior written consent; 2.1.8 To provide to Party A all relevant documents relating to the Business and its operations and finance at the request of Party A; 2.1.9 To purchase and maintain general business insurance of the type and amount comparable to those held by companies in the same industry, with similar business operations and assets as Party B, from an insurance company approved by Party A; 2.1.10 To not enter into any merger, cooperation, acquisition or investment without Party A’s 's prior written consent; 2.1.11 To notify Party A of the occurrence or the potential occurrence of litigation, arbitration or administrative procedure relating to Party B’s 's assets, business operations and/or income; 2.1.12 In order to guarantee the ownership of Party B’s 's assets, to execute all requisite or relevant documents, take all requisite or relevant actions, and make and pursue all relevant claims; 2.1.13 To not assign the Equity Interest in any form without Party A’s 's prior written notice; however, Party B shall distribute dividends to the Shareholders upon the request of Party A; and 2.1.14 In accordance with Party A’s 's request, to appoint any person designated by Party A to a management position for Party B.

Party B’s Representations. Party B hereby represents and warrants: 2.1.1 Without Party A’s prior written consent, Party B’s Articles of Association shall not be supplemented, changed or renewed in any way, Party B’s registered capital of shall not be increased or decreased, and the structure of Party B’s registered capital shall not be changed in any form; 2.1.2 To maintain the corporate existence of Party B and to prudently and effectively operate the Business according with customary fiduciary standards applicable to managers with respect to corporations and their shareholders; 2.1.3 Upon the execution of this Agreement, to not sell, transfer, mortgage or dispose, in any other form, any asset, legitimate or beneficial interest of business or income, or encumber or approve any encumbrance or imposition of any security interest on Party B’s Option Agreement assets without Party A’s prior written consent; 2.1.4 To not issue or provide any guarantee or permit the existence of any debt without Party A’s prior written consent, other than (i) such debt that may arise from Party B’s ordinary course of business (excepting a loan); and (ii) such debt which has been disclosed to Party A; 2.1.5 To operate and conduct all business operations in the ordinary course of business, without damaging the Business or the value of Party B’s assets; 2.1.6 To not enter into any material agreements without Party A’s prior written consent, other than agreements entered into in the ordinary course of business (for purpose of this paragraph, if any agreement for an amount in excess of One Hundred Thousand Renminbi (RMB 100,000) shall be deemed a material agreement); 2.1.7 To not provide loan or credit to any other party or organization without Party A’s prior written consent; 2.1.8 To provide to Party A all relevant documents relating to the Business Option Agreement and its operations and finance at the request of Party A; 2.1.9 To purchase and maintain general business insurance of the type and amount comparable to those held by companies in the same industry, with similar business operations and assets as Party B, from an insurance company approved by Party A; 2.1.10 To not enter into any merger, cooperation, acquisition or investment without Party A’s prior written consent; 2.1.11 To notify Party A of the occurrence or the potential occurrence of litigation, arbitration or administrative procedure relating to Party B’s assets, business operations and/or income; 2.1.12 In order to guarantee the ownership of Party B’s assets, to execute all requisite or relevant documents, take all requisite or relevant actions, and make and pursue all relevant claims; 2.1.13 To not assign the Equity Interest in any form without Party A’s prior written notice; however, Party B shall distribute dividends to the Shareholders upon the request of Party A; andand Option Agreement 2.1.14 In accordance with Party A’s request, to appoint any person designated by Party A to a management position for Party B.