Common use of Representations and Undertakings Clause in Contracts

Representations and Undertakings. On the date when this Agreement is concluded and each date when the Purchased Equity or Purchased Assets hereunder are transferred, Party B and Party C hereby jointly and separately represent and undertake to Party A that: 3.1 They have complete and independent legal status and legal capacity to sign, deliver and perform this Agreement, and can independently serve as a party in litigation. Moreover, they have the authority and power to enter into and deliver this Agreement and any Transfer Contracts and perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to sign the Transfer Contracts that are consistent with the terms and conditions of this Agreement when Party A or the Designees exercise the Exclusive Option to Purchase Equity or the Exclusive Option to Purchase Assets. This Agreement and the Transfer Contracts constitute or will constitute their legal, valid and binding obligations and may be enforceable against them in accordance with the terms and conditions thereof; 3.2 Neither the signing and delivery of this Agreement or any Transfer Contract or the obligations under this Agreement or any Transfer Contract shall: (i) cause any breach of any applicable law in China; (ii) conflict with the Articles of Association, rules or other organizational documents of Party C; (iii) cause any breach of any contract or instrument to which they are a party or which are binding on them, or any breach of any contract or any breach under any contract or instrument to which they are a party or which are binding on them; (iv) cause any breach of any term or condition according to which any license or permit is awarded to any Party or according to which such license or permit will continue to be valid and effective; or (v) result in the suspension or revocation or imposition of additional conditions to any license or permit issued to any Party; 3.3 Party B has good and marketable ownership of Party C’s equity it owns. Except for Party B’s Equity Pledge Agreement, Party B has no security rights and interests in such equity; 3.4 Party C has good and marketable ownership of all of its assets and does not have any security interest in the said assets. 3.5 Party C has no outstanding debts, except for: (i) the debts incurred in the normal course of business, and (ii) the debts that have been disclosed to Party A and agreed upon by Party A in writing; There are no pending or possible litigation, arbitration or administrative proceedings relating to the ownership of the equity in Party C, the assets of Party C or Party C; Except for the equity pledge registration that must be completed with the competent industry and commerce authority in accordance with Party B’s Equity Pledge Agreement, the signing and performance of this Agreement and the granting or exercise of the Exclusive Option to Purchase Equity or the Exclusive Option to Purchase Assets under this Agreement are not subject to any third party’s consent, license, waiver, authorization or any government agency’s approval, license, exemption or registration or filing formalities with any government agency.

Representations and Undertakings. On the date when this Agreement is concluded and each date when the Purchased Equity or Purchased Assets hereunder are transferred, Party B and Party C hereby jointly and separately represent and undertake to Party A that: 3.1 They have complete and independent legal status and legal capacity to sign, deliver and perform this Agreement, and can independently serve as a party in litigation. Moreover, they have the authority and power to enter into and deliver this Agreement and any Transfer Contracts and perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to sign the Transfer Contracts that are consistent with the terms and conditions of this Agreement when Party A or the Designees exercise the Exclusive Option to Purchase Equity or the Exclusive Option to Purchase Assets. This Agreement and the Transfer Contracts constitute or will constitute their legal, valid and binding obligations and may be enforceable against them in accordance with the terms and conditions thereof; 3.2 Neither the signing and delivery of this Agreement or any Transfer Contract or the obligations under this Agreement or any Transfer Contract shall: (iI) cause any breach of any applicable law in China; (ii) conflict with the Articles of Association, rules or other organizational documents of Party C; (iii) cause any breach of any contract or instrument to which they are a party or which are binding on them, or any breach of any contract or any breach under any contract or instrument to which they are a party or which are binding on them; (iv) cause any breach of any term or condition according to which any license or permit is awarded to any Party or according to which such license or permit will continue to be valid and effective; or (v) result in the suspension or revocation or imposition of additional conditions to any license or permit issued to any Party; 3.3 Party B has good and marketable ownership of Party C’s equity it owns. Except for Party B’s Equity Pledge Agreement, Party B has no security rights and interests in such equity; 3.4 Party C has good and marketable ownership of all of its assets and does not have any security interest in the said assets. 3.5 Party C has no outstanding debts, except for: (i) the debts incurred in the normal course of business, and (ii) the debts that have been disclosed to Party A and agreed upon by Party A in writing; There are no pending or possible litigation, arbitration or administrative proceedings relating to the ownership of the equity in Party C, the assets of Party C or Party C; Except for the equity pledge registration that must be completed with the competent industry and commerce authority in accordance with Party B’s Equity Pledge Agreement, the signing and performance of this Agreement and the granting or exercise of the Exclusive Option to Purchase Equity or the Exclusive Option to Purchase Assets under this Agreement are not subject to any third party’s consent, license, waiver, authorization or any government agency’s approval, license, exemption or registration or filing formalities with any government agency.