Common use of Party B’s Undertakings Clause in Contracts

Party B’s Undertakings. 4.1 Party B hereby undertakes that, without Party A or its designated third party’s written approval, Party B shall not engage in any of the following activities: 4.1.1 Selling, transferring, pledging or otherwise disposing of any asset, business or income, or allowing the placing of any other security interests thereon (except those that take place as a result of ordinary or day-to-day business or have been disclosed to Party A and obtained Party A’s express prior written approval); 4.1.2 Entering into any transaction that may have material negative impact on its assets, liabilities, operations, stocks and other legitimate rights (except those that take place as part of ordinary or day-to-day business or have been disclosed to Party A and obtained Party A’s express prior written approval); 4.1.3 Distributing any dividend or bonus to each shareholder in any form; 4.1.4 Taking on, inheriting, providing guarantee for or allowing the existence of any debts, except (1) debts that arise from normal or day-to-day operations rather than borrowing, and (2) debts that have been disclosed to Party A and obtained Party A’s express prior written approval; 4.1.5 Signing any significant contracts, except contracts signed in the process of normal operations (for the purpose of this term, a contract will be deemed as a significant contract if its value exceeds RMB 50,000); 4.1.6 Increasing or reducing Party B’s registered capital, or changing the structure of Party B’s registered capital via shareholder resolutions; 4.1.7 Amending, changing or modifying articles of association of Party B in any form; 4.1.8 Merging or combining with any person, acquiring any person or making investment in any person. 4.1.9 Providing any loans or credits to any person. 4.2 As at the signing date of the Agreement, Party B has no outstanding debts except (1) debts that arise from normal operations, and (2) debts that have been disclosed to Party A and obtained Party A’s express prior written approval. 4.3 As at the signing date of the Agreement, Party B is not subject to any ongoing or potential lawsuit, arbitration or administrative proceeding that may have material negative impact on the stocks, Party B’s assets or Party B’s performance of the Agreement, except the lawsuit, arbitration or administrative proceeding that has been disclosed to Party A and obtained Party A’s express written approval. 4.4 Party B is not declared bankrupt; 4.5 Party B hereby undertakes that Party B will comply with all laws and rules applicable to stock and asset acquisition, and will bear all costs arising from the transfer of stocks, and will finish all formalities that are necessary to make Party A or its designated third party a shareholder of Party B, including but not limited to helping Party A obtain necessary permissions from competent authorities for the transfer of stocks, submitting applications to industry and commercial administration to register ownership change, and modifying the shareholder register. 4.6 Party B will sign all necessary or appropriate documents, take all necessary or appropriate actions, file any necessary or appropriate petitions, or make necessary and appropriate defense against all claims, in order to keep its title to all its assets. 4.7 Upon Party A’s request, Party B may buy and maintain insurance for its assets and businesses from insurers designated by Party A, with the insured amount and insurance coverage being the same to insurances that Party B generally purchases for its similar businesses.