Common use of Representations and Warranties of HNA Clause in Contracts

Representations and Warranties of HNA. HNA hereby represents and warrants to the Company as follows as of the Effective Date: (a) HNA is duly organized and validly existing under the laws of the PRC. HNA has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. (b) The execution and delivery by HNA of this Agreement and the performance by HNA of its obligations under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (x) applicable Law, (y) its organizational documents or (z) any contract or agreement to which it is a party. (c) The execution and delivery by HNA of this Agreement and the performance by HNA of its obligations under this Agreement have been duly authorized by all necessary corporate or other analogous action on its part. This Agreement has been duly executed and delivered by HNA and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of HNA, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

Representations and Warranties of HNA. HNA hereby represents and warrants to the Company as follows as of the Effective Date: (a) HNA is duly organized and organized, validly existing and in good standing under the laws Laws of the PRCjurisdiction of its organization. HNA has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. (b) The execution and delivery by HNA of this Agreement and the performance by HNA of its obligations under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (x) applicable Law, (y) its organizational documents documents, or (z) any contract or agreement to which it is a party. (c) The execution and delivery by HNA of this Agreement and the performance by HNA of its obligations under this Agreement have been duly authorized by all necessary corporate or other analogous action on its part. This Agreement has been duly executed and delivered by HNA and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of HNA, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

Representations and Warranties of HNA. HNA hereby represents and warrants to the Company as follows as of the Effective DateClosing: (a) HNA is duly organized and organized, validly existing and in good standing under the laws Laws of the PRCjurisdiction of its organization. HNA has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. (b) The execution and delivery by HNA of this Agreement and the performance by HNA of its obligations under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (x) applicable Law, (y) its organizational documents documents, or (z) any contract or agreement to which it is a party. (c) The execution and delivery by HNA of this Agreement and the performance by HNA of its obligations under this Agreement have been duly authorized by all necessary corporate or other analogous action on its part. This Agreement has been duly executed and delivered by HNA and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of HNA, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.