Common use of Representations and Warranties of Party A Clause in Contracts

Representations and Warranties of Party A. Party A hereby represents and warrants to Party B that 7.1 it is a limited liability company duly established and validly existing under the laws of China who has separate legal personality, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can xxx and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executed, and has full power and authority to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal and binding obligations, and is enforceable against it according to the terms hereof. 7.3 it shall promptly notify Party B of any circumstance that has or may have material adverse effect on Party A’s Business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.

Representations and Warranties of Party A. 11.1 Party A hereby represents and warrants to Party B that 7.1 it is a limited liability company corporation duly established organized and validly existing under the laws of China who and has separate legal personality, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can xxx and be sued independently. 7.2 it has full internal the power and authority to execute, deliver execute and perform this Agreement Contract and has obtained all permissions, approvals, registrations and filings necessary for the execution of this Contract. 11.2 All internal authorization formalities necessary for Party A to execute this Contract have been completed and are fully valid. Party A’s execution of this Contract and performance of its obligations hereunder will not conflict with or result in the breach of its current Articles of Association, internal rules and regulations or any other contracts, agreements or documents relating that are binding upon Party A. 11.3 As of the date of this Contract, there is no litigation, proceeding or dispute or action, pending or threatened, against Party A, the adverse determination of which might have a materially adverse effect on the ability of Party A to perform this Contract. 11.4 The project under this Contract and the transaction contemplated hereunder loan under this Contract conform to all laws and statutes applicable to be executedChina, the loan and the project, as well as the requirements of Party B. 11.5 Party A does not have any substantial indebtedness or contingent liability that has not been disclosed to Party B. 11.6 Party A warrants that all information it has provided to Party B are true, complete and valid, and that it has full power not omitted or withheld information on any significant facts. 11.7 Party A warrants that it will use the proceeds of the loan under this Contract for the purpose specified in this Contract and authority the law and in accordance with the project schedule and plans that Party A has furnished to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal and binding obligationsParty B, and that any use of the proceeds of the loan will be consistent with what is enforceable against it according to stated in the terms hereofrelevant Disbursement Application. 7.3 it 11.8 Party A will accept Party B’s investigation, monitoring and supervision of its use of the proceeds of the loan under this Contract, and will furnish related documents at any time when requested by Party B. 11.9 Party A will actively assist Party B in investigating, monitoring and supervising its production, construction, operations and financial condition, and will furnish copies of its balance sheet, income statement, cash flow statement, and other financial statements. 11.10 Party A shall promptly immediately notify Party B in writing of any circumstance event that has or may have material adverse effect on might endanger Party A’s Business normal operations or materially threaten Party A’s ability to repay the loan under this Contract (including but not limited to the events specified in Article 11.3). 11.11 Party A shall give a prior notice to Party B and obtains the consent of Party B if Party A is to effect any amalgamation, splitting, merger, joint-stock restructuring, contracting, leasing, joint operation, and use its best effort investment, additional debt financing, business suspension for rectification purposes, dissolution, settlement, restructuring, or bankruptcy, to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not transfer or otherwise dispose of any of its substantial assets, or to engage in any other act which might lead to a change in the creditor-debtor relationship under this Contract or affect the rights and interests of Party B. Otherwise, Party A shall not engage in any of the above acts. 11.12 During the term of this Contract, Party A shall give a notice to Party B in writing within seven days of any change of its address, name, legal representative or any other executive. 11.13 Where there is a guarantee, when the guarantor fails to fulfill any of its obligations or commitments specified in the guarantee contract or loses its guarantee ability, or when the collateral is destroyed or suffers a material assets loss of value, Party A shall immediately provide a new guarantee according to the requirements of Party B and to the satisfaction of Party B or pay off its debts under this Contract in whatever form or change its existing shareholding structure, without advance. 11.14 Without the prior written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it Party A shall use all of not assign its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited debts under this Contract to any losses arising from any litigation, demand, arbitration, or claim by any third party. 11.15 Party A warrants that it has a good credit standing and operating condition, or and there is no material change in its other borrowing acts, and that it does not have any administrative investigation or penalty undesirable record. 11.16 Party A warrants that it will strictly perform this Contract under mutual supervision. 11.17 If the actual investment of the project exceeds the original total amount of investment and if Party B approves the application of Party B for additional loans, Party A shall ensure that the project initiator will increase its investment by any government authoritya percentage not lower than the percentage of the project capital. Additionally, except Party A shall provide additional guarantee for any loss caused by the intentional misconduct or gross negligence additional loans in accordance with the requirements of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.

Representations and Warranties of Party A. 8.3.1 Party A hereby represents and warrants to Party B that 7.1 it is a limited liability company duly established and validly existing under has the laws of China who has separate legal personality, has full and separate legal status and capacity to executeenter into this Agreement in its own name, deliver and perform and assume its duties and obligations hereunder. 8.3.2 Party A covenants that it has performed all requisite corporate procedures and approval procedures for the execution of this Agreement, and can xxx and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform the person executing this Agreement and all other documents relating to the transaction contemplated hereunder and to be executedon its behalf has been duly authorized by Party A, and has full power and the authority to complete execute this Agreement on behalf of and bind upon Party A. 8.3.3 The execution and performance of this Agreement by Party A will not violate any judgment, ruling, contract, agreement or other document binding upon Party A or infringe on the transaction contemplated rights and interests of any third party. 8.3.4 Party A undertakes to execute or issue such further documents (other than the documents expressly required hereunder. This ) and take such further actions as may be required by this Agreement is duly executed and delivered or reasonably required by it, constitutes its legal and binding obligations, and is enforceable against it according Party B to give full effect to the terms hereofrights of the Parties hereunder. 7.3 it shall promptly notify 8.3.5 Party B of A covenants that, to the extent that that there isn’t any circumstance that has or may have material adverse effect breach on Party A’s Business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request part of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for Target Company (prior to the payment completion of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify share transfer contemplated hereby) and Party D hereunder, or such material breach (if any) has been remedied and compensated for, with respect to 30% of the shares of Henan Junen held by the Target Company, within ten (10) working days after Party B notifies Party A that such shares will be transferred to Party B or the designee of Party B, Party A will cooperate with Party B to execute the relevant share transfer documents and go through the applicable registration and filing procedures, so as to effectuate the transfer of such shares to Party B or the designee of Party B, provided that Party B and hold Party D shall bear the taxes and fees incurred and payable by Party A or the Target Company in connection with such share transfer. Party A shall have the right to deduct such taxes and fees from the price for such share transfer and remit the balance thereof to Party B harmless from or the designee of Party B. Party B and Party D shall bear all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused incurred by the intentional misconduct or gross negligence of Party B. 7.8 Target Company in connection with the shares held by it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.in Henan Junen.

Representations and Warranties of Party A. Party A hereby represents and warrants to Party B thatas follows: 7.1 it (a) Party A is a limited liability company collective enterprise duly established and organized, validly existing and in good standing as a legal person under the laws of China who has separate legal personality, China. (b) Party A has full and separate legal status and capacity to executeright, deliver and perform this Agreement, and can xxx and be sued independently. 7.2 it has full internal power and authority to execute, execute and deliver this Contract and all of the contracts and documents referred to in this Contract to which it is a party and to observe and perform its obligations hereunder and thereunder. (c) Party A has taken all appropriate and necessary collective, corporate and administrative action to authorize the execution and delivery of this Agreement Contract and all other of the contracts and documents relating referred to in this Contract to which it is a party and to authorize the performance and observance of the terms and conditions hereof and thereof. (d) Party A has obtained all consents, approvals and authorizations necessary for the valid execution and delivery of this Contract and all of the contracts and documents referred to in this Contract to which it is a party and to observe and perform its obligations hereunder and thereunder; provided, however, that this Contract is subject to the transaction contemplated hereunder and to be executedapproval of the Approval Authority before the same may become effective. (e) Party A is not aware of any material litigation, and has full power and authority to complete arbitration or administrative proceeding which is currently taking place or pending or threatened against Party A or the transaction contemplated hereunderassets of Party A which are the subject of this Contract. This Agreement Furthermore, Party A is duly executed and delivered by itnot in default under any law, constitutes its legal and binding obligationsregulation, and is enforceable against it according government directive whether having force of law or not, judgment, order, authorization, agreement or obligation applicable to the terms hereofbusiness or assets of Party A which are the subject of this Contract. 7.3 it shall promptly notify (f) All information supplied to Party B of any circumstance that has or may have material adverse effect on by Party A’s Business A in relation to this Contract, including the information concerning the business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent financial status of Party B. 7.5 it holds all A and its assets, inventories and outstanding contractual arrangements with its suppliers and customers, is true and correct whether the business licenses and certificates required for its operation when this Agreement becomes effective, and same has full right and qualification to operate Party A’s Business currently conducted been verified or audited by it in Chinaan independent third party or not. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.

Representations and Warranties of Party A. Party A hereby represents and warrants to Party B thatas follows: 7.1 it (a) Party A is a limited liability company duly established organized and validly existing under the laws of China who the PRC and is in compliance with all conditions required to maintain its status as an enterprise legal person under the laws of the PRC; (b) Party A has separate submitted to Party B a valid, true and complete copy of its latest business license bearing the latest annual inspection seal from the relevant administration for industry and commerce; (c) Party A has taken all appropriate and necessary corporate actions to (i) empower its legal personalityrepresentative to sign this Contract, (ii) authorize the execution and delivery of this Contract and all of the contracts contemplated herein to which it is a party, and (iii) authorize the performance and observance of the terms and conditions hereof and thereof; (d) Party A has full obtained all consents, approvals and separate legal status authorizations necessary for the valid execution and capacity delivery of this Contract and all of the contracts contemplated herein to execute, deliver which it is a Party and to observe and perform this Agreement, and can xxx and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated its obligations hereunder and to be executedthereunder; (e) This Contract shall constitute the legal, and has full power and authority to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal valid and binding obligations, and is obligation of Party A enforceable against it according to Party A in accordance with its terms; and (f) To the terms hereof. 7.3 it shall promptly notify best knowledge of Party B of any circumstance that has or may have material adverse effect on A, Party A’s Business execution, delivery and operation, and use its best effort to prevent performance of this Contract or any of the occurrence of such circumstance and/or expansion of loss. 7.4 it shall other contracts contemplated herein will not dispose of violate any of its material assets in whatever form or change its existing shareholding structureconstitutive documents, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent obligation of Party B.A or its relevant Affiliates, or currently effective law, regulation or decree of China that may be applicable to any aspect of the transactions contemplated hereunder.

Representations and Warranties of Party A. Party A hereby represents and warrants to Party B that 7.1 it is a limited liability company duly established and validly existing under the PRC laws of China who has separate legal personality, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can xxx sue and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executed, and has full power and authority to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal and binding obligations, and is enforceable against it according to the terms hereof. 7.3 it shall promptly notify Party B of any circumstance that has or may have material adverse effect on Party A’s Business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.

Representations and Warranties of Party A. 3.1 Party A hereby represents and warrants to Party B that 7.1 it that Party A is a limited liability company corporation duly established and organized, validly existing and in good standing in all aspect under the laws of China who the State of Delaware and those of the United States applicable thereto, including without limitation to, the laws, regulations, rules, provisions and policies applicable to or in respect of the past and current compliance of Party A. 3.2 Party A represents and warrants that it is in good standing under the SEC and NASD rules and has separate legal personalitybeen consistently in compliance with all SEC and NASD requirements for its common shares to be and continue to be traded over the counter of the Bulletin Board of NASD. 3.3 Party A represents and warrants that there is no action, claim, lawsuits pending or threatened against Party A. All debts, liabilities of Party A have been settled prior to closing. Since the last audited Financial Statements and the unaudited interim financial statements for the first quarter 2003, there has full been no change in liabilities or debt or change in circumstances of Party A that has had or which Party A may expect to have material change or adverse effect on the business, affairs and separate legal status assets of Party A. 3.4 Party A represents and capacity warrants that it has not been the subject of investigation or any disciplinary action by the SEC or NASD for a minimum of three (3) years immediately prior to execute, deliver and perform the execution of this Agreement, and can xxx and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executed, and 3.5 PARTY A has full power and authority to complete enter into this Agreement and to consummate the transaction transactions contemplated hereunder. This Agreement is duly executed hereby; all approval and delivered consent required in respect of the transactions hereunder have been given to and obtained by it, constitutes its legal and binding obligationsPARTY A, and no further consent, approval or action or proceeding on the part of PARTY A, its shareholders or its directors is enforceable against it according required; the execution, delivery and performance of this Agreement by PARTY A and its directors have been duly and validly approved by PARTY A, its directors and shareholders pursuant to the terms hereofCertificate of Incorporation and By-Laws of Party A, save and except that the share consolidation will require the affirmative vote by holders of a simple majority of the shares issued and outstanding prior to such vote. 7.3 it shall promptly notify 3.6 The execution, delivery and performance of this Agreement by PARTY A will not violate any laws, regulations, rules, provisions or policies, including without limitation, SEC and NASD rules, provisions and policies. Nothing contained and contemplated herein will adversely affect the current and post-transaction listing status and privileges of PARTY A's common shares traded Over the Counter Bulletin Board of NASD . 3.7 Party B A represents and warrants that the approval of any circumstance that the share consolidation set forth herein requires an affirmative vote by holders of a simple majority shares. There has been no change, amendment, made or proposed to be made by the directors and/or shareholders of Party A, to the existing Incorporation Certificate, Articles of Association and/or By-Laws of Party A, which has had or may have the effect of increasing, decreasing or otherwise varying the simple majority vote requirement for shareholders approval of the share consolidation provided herein. 3.8 Since the last financial statements, ending on March 31, 2003, there has been no change in circumstances that has had or Party A may expect to have a material adverse effect on Party A’s Business the assets, business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent affairs of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.A.

Representations and Warranties of Party A. Party A hereby represents and warrants to Party B that, the following representations and warranties of Party A are true, accurate and complete as of the date of this agreement: 7.1 it is a limited liability company duly established and validly existing under 9.1 It has the laws of China who has separate legal personality, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can xxx and be sued independently. 7.2 it has full internal power entitlement and authority to execute, deliver execute and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executeddocuments, and has full power the capacity to take the legal liabilities and obligations under the transaction documents in its name; 9.2 The execution and performance of transaction documents by it and execution and performance of any actions to effect the transaction documents by it violates no laws and regulations of China (except any inconsistency between the execution and performance of transaction documents by it, the execution and performance of any actions to effect the transaction documents by it and any government requirements disclosed by Party A to Party B before the date hereof in any documents in relation to Lingkong SOHO); 9.3 Before execution hereof, it has obtained all/any necessary internal and external consents (if any), and been fully aware and understood all/any provisions, conditions and covenants under transaction documents, without any gross misunderstanding thereof, and undertakes that the execution of this agreement reflects its own true and free will, there is no obvious unfairness, taking advantage of one’s unfavorable situation, fraud and coercion whatsoever; 9.4 Party A has (or will has before delivery of the transaction target in accordance with this agreement) all licenses, approvals, permits and registrations necessary for application of Shanghai Construction Completion Inspection Certificate of Lingkong SOHO, and will obtain all licenses, approvals, permits and registrations necessary to obtain individual property certificates of transaction target before the date of title transfer under article 7.6 hereof; 9.5 The contract number of the land assignment of the plot of Lingkong SOHO (i.e. the Xxxx Xx. 00 xx Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxx) is ((2010) ), the nature of the land is for office building, and the number of construction permit is 1101CN0005D01310105201102280701; 9.6 The number of presale permit of Lingkong SOHO is ( (0000) 0000000); 9.7 Information of mortgage on Lingkong SOHO: the mortgagee is Bank of China Shanghai Branch; the number of mortgage is 201305012697; the duration of such mortgage is September 5th 2013 to September 4th 2018. There is no other mortgage, seizure, pre-lease, registration of caution, attachment and third party lease on Lingkong SOHO; 9.8 Lingkong SOHO is in the progress of construction; 9.9 The transaction documents are civil agreements, and Party A enjoys no exemptions thereunder. 10 Representations, warranties and undertakings of Party B Party B hereby warrants to Party A that, the following representations and warranties of Party B are true, accurate and complete as of the date of this agreement: 10.1 It has the entitlement and authority to complete execute and perform the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal and binding obligations, and is enforceable against it according to the terms hereof. 7.3 it shall promptly notify Party B of any circumstance that has or may have material adverse effect on Party A’s Business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effectivedocuments, and has full right the capacity to take the legal liabilities and qualification to operate Party A’s Business currently conducted obligations under the transaction documents in its name; 10.2 The execution and performance of transaction documents by it in and execution and performance of any actions to effect the transaction documents by it violates no laws and regulations of China; 10.3 Before execution of this agreement, Party B has conducted property investigation on the transaction target, and acknowledged all existing conditions of the registration regarding the transaction target. Moreover, it is fully aware of the zoning requirements and purpose of the transaction target (and all parts, units and suites of it). It hereby acknowledges that, the transaction target can adequately satisfy its all/any needs, purposes and objectives, and ensures that it will not claim any breaching liabilities or any other compensation against party A on the ground that the transaction target fails its needs, purposes or objectives. 7.6 At the written request of Party B10.4 Before execution hereof, it shall use all has obtained all/any necessary internal and external consents (if any), and been fully aware and understood all/any provisions, conditions and covenants under transaction documents, without any gross misunderstanding thereof, and undertakes that the execution of this agreement reflects its current accounts receivable and/or other assets it legally owns own true and may dispose free will, there is no obvious unfairness, taking advantage of as the security for the payment of the Service Fee specified in Article 3 hereof.one’s unfavorable situation, fraud and coercion whatsoever; 7.7 it shall indemnify 10.5 The transaction documents are civil agreements, and Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.enjoys no exemptions thereunder.