Common use of Representations and Warranties of Party B and Party C Clause in Contracts

Representations and Warranties of Party B and Party C. Each of Party B and Party C hereby severally and jointly represents and warrants to Party A, as at the date of this Agreement and at each transfer, that: 3.1 It has the power and capacity to execute and deliver this Agreement, and any share/asset transfer agreement (collectively, the “Transfer Agreements”) executed for each transfer of the Purchased Shares/Assets contemplated thereunder to which it is a party, and to perform its obligations under this Agreement and any Transfer Agreements. This Agreement and any Transfer Agreements to which it is a party, upon due execution, shall constitute its legal, valid and binding obligations, and enforceable against it pursuant to the terms of this Agreement and the Transfer Agreements. 3.2 The execution, delivery and performance of its obligations under this Agreement or the relevant share/asset transfer agreements: (a) will not be in conflict with, or result in a breach of any provision of the following documents, from time to time or after receipt of relevant notice: (i) its business license, articles or association, permit, governmental approval of its incorporation, agreements in connection with its incorporation or other constitutional documents, (ii) any other laws and regulations by which it is bound, (iii) any contract, agreement, lease or other documents to which it is a party or by which it or its assets are bound; (b) will not cause any pledge or other encumbrances to be created by it or any third party over its assets, save for the equity pledge created over Party C’s shares pursuant to the Equity Pledge Agreement; (c) will not cause any provisions of any contract, agreement, lease or other documents to which it is a party or by which it or its assets are bound, to be terminated or amended by it or any third party; (d) will not cause the suspension, revocation, confiscation, damages or expiration without extension of any applicable governmental approval, permit and registration etc.; 3.3 Party C has the good and transferrable title over all its assets free from any security interests. 3.4 Party C does not have any outstanding liabilities, save for those (i) incurred in the ordinary course of business; and (ii) has been disclosed to Party A whose prior written consent has been obtained; Party C’s shares are legally and validly owned by Party B. No encumbrance is created by Party B over Party C’s shares, save for the equity pledge created over Party C’s shares pursuant to the Equity Pledge Agreement. 3.5 Party C complies with all applicable laws and obligations; and 3.6 there is no ongoing, pending or possible litigation, arbitration or administrative proceedings in relation to the shares and assets of Party C. Party B undertakes to Party A that it has made appropriate arrangement and executed all necessary documents to ensure that in the event of his or her death, loss of capacity, bankruptcy, divorce or other circumstances that may affect his or her ability to exercise shareholder’s rights, the performance of this Agreement shall not be affected or impaired by persons who may acquire the shares or relevant rights as a result thereof such as his or her heir and successor, guardian, creditor or spouse etc.. Each Party warrants that, in the event that it is permitted by the PRC Laws for Party A to directly hold Party C’s shares without affecting the legality of Party C’s conduct of its business, Party A shall be entitled to exercise the Exclusive Call Option in full immediately.

Representations and Warranties of Party B and Party C. Each of Party B and Party C hereby severally represent and jointly represents and warrants warrant to Party A, jointly and severally, as at of the date of this Agreement and at each transferdate of transfer of the Purchased Equity Interests/Assets, that: 3.1 It it has the power and capacity authority to execute and deliver this Agreement, Agreement and any shareshare transfer contracts to which they are a party concerning the Purchased Equity Interests/asset transfer agreement Assets to be transferred thereunder (collectivelyeach, the a “Transfer AgreementsContract”) executed for each transfer of the Purchased Shares/Assets contemplated thereunder to which it is a party), and to perform its their obligations under this Agreement and any Transfer AgreementsContract. This Agreement and any the Transfer Agreements Contract to which it is Party B and Party C are a party, upon due execution, shall party will constitute its their legal, valid and binding obligations, obligations and shall be enforceable against it pursuant to them in accordance with the terms of this Agreement and the Transfer Agreements.provisions thereof; 3.2 The execution, neither the execution and delivery of Party B and Party C nor the performance by Party B and Party C of its obligations under this Agreement or the relevant share/asset transfer agreementsthereunder will: (a) will not be in conflict with, with or result in a breach of any provision violation of the following documents, from time to time with or after receipt without the giving of relevant noticenotice or the passage of time: (i) its business license, articles or of association, permitlicense, governmental the approval of governmental authority for its incorporation, agreements in connection with its incorporation establishment and any agreement or any other constitutional documents, documents related to its establishment; (ii) any other laws and regulations by which it is bound, applicable laws; (iii) any contract, agreement, lease contracts or other documents to which it is a party party, or by which it or its assets properties are boundbound or subject; (b) will not cause result in the creation or imposition of any pledge or any other encumbrances to be created by it encumbrances, upon its property, or result in the entitlement of any third party over to create or impose any pledge or any other encumbrances, upon its assetsproperty, save except for the equity pledge created over placed on Party C’s shares pursuant to equity in accordance with the Equity Interest Pledge Agreement; (c) will not cause permit the termination or amendment to any provisions of any contract, agreement, lease contracts or other documents to which it is a party party, or by which it or its assets properties are boundbound or subject, to be terminated or amended by it or result in the entitlement of any third partyparty to terminate or amend such documents; (d) will not cause result in the suspension, revocation, confiscationdamage, damages confiscation or expiration without extension the inability of renewal of any applicable governmental approval, permit and license, registration etc.of governmental authorities; 3.3 Party C has the a good and transferrable merchantable title over to all of its assets free from assets, and has not placed any security interests.Security Interest on the aforementioned assets; 3.4 Party C does not have any outstanding liabilitiesdebts, save except for those (i) debt incurred in the ordinary course of business; and (ii) has been debts disclosed to Party A whose prior for which Party A’s written consent has been obtained; Party C’s shares are legally and validly owned by Party B. No encumbrance is created by Party B over Party C’s shares, save . Except for the pledge on the equity pledge created over interests of Party C’s shares pursuant to C in accordance with the Equity Pledge Agreement, Party B has not placed any Security Interest on such equity interests. 3.5 Party C complies has complied with all the applicable laws and obligationsregulations; and 3.6 there is no ongoing, ongoing or pending or possible threatened litigation, arbitration or administrative proceedings in relation relating to the shares and equity interests in Party C, assets of Party C or Party C. Party B hereby undertakes to Party A that that, it has made appropriate arrangement proper arrangements and executed all the necessary documents to ensure that in under the event circumstance of his or his/her deathdecease, loss of capacityincapacity, bankruptcy, divorce or other circumstances circumstance that may affect his or her influence its ability to exercise the shareholder’s rightsright, his/her successor, guardian, debtor, spouse or any other person who may become the equity holder of Party C, shall not influence or hinder the performance of this Agreement shall not be affected or impaired by persons who may acquire Agreement. The Parties hereby undertake that Party A has the shares or relevant rights as a result thereof such as his or her heir and successorright to immediately exercise the Exclusive Call Option, guardian, creditor or spouse etc.. Each Party warrants that, in the event that it is permitted by once the PRC Laws for allows Party A to directly hold Party C’s shares without affecting the legality of equity interest and Party C’s conduct of C can legally continue to engage in its business, Party A shall be entitled to exercise the Exclusive Call Option in full immediately.

Representations and Warranties of Party B and Party C. Each of Party B and Party C hereby severally respectively represent and jointly represents and warrants warrant to Party A, A as at of the date of this Agreement hereof and at each transfer, transfer date that: 3.1 1. It has the power and capacity right to execute enter into and deliver this Agreement, Contract and any share/asset equity interest transfer agreement (collectively, contract to which it is a party and which is entered into for the “Transfer Agreements”) executed for purpose of each transfer of the Purchased Shares/Assets contemplated thereunder to which it is Equity Interests (each a party“Transfer Contract”), and to perform its obligations under this Agreement Contract and any Transfer AgreementsContract. This Agreement Contract and any each Transfer Agreements Contract to which it is a partyparty shall, upon due executionas of the date hereof and thereof, shall constitute its legal, valid and binding obligations, obligations against it and shall be enforceable against it pursuant to in accordance with the terms of this Agreement Contract or each Transfer Contract; 2. Neither the execution and delivery of this Contract or any Transfer Contract nor the Transfer Agreements. 3.2 The execution, delivery and performance of its obligations under this Agreement Contract or the relevant share/asset transfer agreements: any Transfer Contract will: (a) will not be Result in a violation of any relevant PRC law; (b) Be in conflict with, with Party C’s Articles of Association or result other organizational documents; (c) Result in a breach of or constitute a default under any provision of the following documents, from time to time contract or after receipt of relevant notice: (i) its business license, articles or association, permit, governmental approval of its incorporation, agreements in connection with its incorporation or other constitutional documents, (ii) any other laws and regulations by which it is bound, (iii) any contract, agreement, lease or other documents document to which it is a party or by which it or its assets are is bound; ; (bd) will not cause Result in a violation of any pledge or other encumbrances to be created by it or any third party over its assets, save condition for the grant and/or survival of any permit or approval issued to it; or (e) Result in any permit or approval issued to it being suspended or revoked or subject to conditions. 3. Party B is entitled to the legal title to the equity interests owned by them. Party B has not created any security interest on the foregoing equity interests, except for the pledge created over on Party CB’s shares equity interests pursuant to the Equity Interest Pledge Agreement; (c) will not cause any provisions of any contract, agreement, lease or other documents to which it is a party or by which it or its assets are bound, to be terminated or amended by it or any third party; (d) will not cause the suspension, revocation, confiscation, damages or expiration without extension of any applicable governmental approval, permit and registration etc.; 3.3 4. Party C has no outstanding debt except for the good and transferrable title over all following: (a) Any debt incurred during its assets free from any security interests. 3.4 Party C does not have any outstanding liabilities, save for those (i) incurred in the ordinary course of business; and , and (iib) Any debt that has been disclosed to Party A whose prior written consent and has been obtained; Party C’s shares are legally and validly owned approved by Party B. No encumbrance is created by Party B over Party C’s shares, save for the equity pledge created over Party C’s shares pursuant to the Equity Pledge AgreementA in writing. 3.5 5. Party C complies with all the applicable laws and obligations; andregulations; 3.6 there is 6. There are no ongoing, pending or possible litigation, arbitration or administrative proceedings in relation relating to the shares and equity interests in Party C or its assets of Party C. Party B undertakes or relating to Party A that it has made appropriate arrangement and executed all necessary documents to ensure that in the event of his or her death, loss of capacity, bankruptcy, divorce or other circumstances that may affect his or her ability to exercise shareholder’s rights, the performance of this Agreement shall not be affected or impaired by persons who may acquire the shares or relevant rights as a result thereof such as his or her heir and successor, guardian, creditor or spouse etc.. Each Party warrants that, in the event that it is permitted by the PRC Laws for Party A to directly hold Party C’s shares without affecting the legality of Party C’s conduct of its business, Party A shall be entitled to exercise the C itself. Exclusive Call Option in full immediately.Agreement 8

Representations and Warranties of Party B and Party C. Each of Party B and Party C hereby severally and jointly represents and warrants to Party A, jointly and severally, as at of the date of this Agreement and at each transferdate of transfer of the Optioned Interests, that: 3.1 (a) It has the power and capacity to execute enter into and deliver this Agreement, and any share/asset equity transfer agreement (collectively, the “Transfer Agreements”) executed for each transfer of the Purchased Shares/Assets contemplated thereunder agreements to which it is a partyparty concerning the Optioned Interests to be transferred thereunder (each, a “Transfer Agreement”), and to perform its obligations under this Agreement and any Transfer AgreementsAgreement. This Upon execution, this Agreement and any the Transfer Agreements to which it is a party, upon due execution, shall party do and will constitute its legal, valid and binding obligations, obligations and shall be enforceable against it pursuant to in accordance with the terms provisions thereof; (b) The execution and delivery of this Agreement or any Transfer Agreement and the Transfer Agreements. 3.2 The execution, delivery and performance of its the obligations under this Agreement or the relevant share/asset transfer agreements: (a) will not be in conflict with, or result in a breach of any provision of the following documents, from time to time or after receipt of relevant noticeTransfer Agreement do not: (i) its business license, articles or association, permit, governmental approval cause any violation of its incorporation, agreements in connection with its incorporation or other constitutional documents, any relevant laws of PRC; (ii) any conflict with its articles of association or other laws and regulations by which it is bound, organizational documents; (iii) cause any contract, agreement, lease violation of any contracts or other documents instruments to which it is a party or by which it is bound, or its assets are bound; (b) will not cause constitute any pledge breach under any contracts or other encumbrances to be created by it or any third party over its assets, save for the equity pledge created over Party C’s shares pursuant to the Equity Pledge Agreement; (c) will not cause any provisions of any contract, agreement, lease or other documents instruments to which it is a party or by which it is bound; (iv) cause any violation of any conditions required for the grant and/or continued effectiveness of any permit or its assets are bound, approval issued to be terminated it; or amended (v) cause the suspension or revocation of or imposition of additional conditions on any permit or approval issued to it; (c) Party B has a good and merchantable title to the equity interests held by it or Party B in Party C. Party B has not placed any third party; Security Interest on such equity interests; (d) will not cause the suspension, revocation, confiscation, damages or expiration without extension of any applicable governmental approval, permit and registration etc.; 3.3 Party C has the good and transferrable title over all its assets free from any security interests. 3.4 Party C does not have any outstanding liabilitiesundischarged debt, save for those with the exception of (i) debts incurred in the ordinary course of business; and (ii) has debts that have been disclosed to Party A whose prior written consent has been obtained; Party C’s shares are legally and validly owned agreed in writing by Party B. No encumbrance is created by Party B over Party C’s shares, save for the equity pledge created over Party C’s shares pursuant to the Equity Pledge Agreement.A; 3.5 (e) Party C complies with abides by all applicable laws and obligationsregulations related to asset acquisitions; and 3.6 there is (f) There are no ongoing, pending or possible litigationthreatened litigations, arbitration arbitrations or administrative proceedings in relation relating to the shares and equity interests in Party C, assets of Party C. C or Party B undertakes to Party A that it has made appropriate arrangement and executed all necessary documents to ensure that in the event of his or her death, loss of capacity, bankruptcy, divorce or other circumstances that may affect his or her ability to exercise shareholder’s rights, the performance of this Agreement shall not be affected or impaired by persons who may acquire the shares or relevant rights as a result thereof such as his or her heir and successor, guardian, creditor or spouse etc.. Each Party warrants that, in the event that it is permitted by the PRC Laws for Party A to directly hold Party C’s shares without affecting the legality of Party C’s conduct of its business, Party A shall be entitled to exercise the Exclusive Call Option in full immediately.C.

Representations and Warranties of Party B and Party C. Each of Party B and Party C hereby severally and jointly represents and warrants to Party A, as at the date of this Agreement and at the date of each transfer, that: 3.1 (1) It has the power and capacity to execute and deliver this Agreement, and any shareequity interest/asset transfer agreement (collectivelyrespectively, the “Transfer AgreementsAgreement”) executed for each transfer of the Purchased Shares/Equity Interests and/or Assets contemplated thereunder to which it is a party, and to perform its obligations under this Agreement and any Transfer Agreements. This Agreement and any Transfer Agreements to which it is a party, upon due executionexecution by Party B and Party C, shall constitute its the legal, valid and binding obligationsobligations of, and enforceable against it Party B and Party C pursuant to the terms of this Agreement or any Transfer Agreement. (2) None of the execution and delivery of, and the Transfer Agreements. 3.2 The execution, delivery and performance of its obligations under this Agreement or the relevant share/asset transfer agreements: any Transfer Agreements will: (a) will not cause any violation of any applicable laws of the PRC; (b) be in conflict withinconsistent with the articles of association, bylaws, or result in a breach other organizational documents of Party C; (c) cause the violation of any provision of the following documents, from time to time agreements or after receipt of relevant notice: (i) its business license, articles or association, permit, governmental approval of its incorporation, agreements in connection with its incorporation or other constitutional documents, (ii) any other laws and regulations by which it is bound, (iii) any contract, agreement, lease or other documents instruments to which it is a party or by which it are binding on it, or its assets are bound; (b) will not cause constitute any pledge breach under any agreements or other encumbrances to be created by it or any third party over its assets, save for the equity pledge created over Party C’s shares pursuant to the Equity Pledge Agreement; (c) will not cause any provisions of any contract, agreement, lease or other documents instruments to which it is a party or by which it or its assets are bound, to be terminated or amended by it or any third party; binding on it; (d) will not cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to it; or (e) cause the suspension, revocation, confiscation, damages suspension or expiration without extension revocation of or imposition of additional conditions to any applicable governmental approval, permit and registration etclicenses or permits issued to it.; 3.3 (3) Party B has a legal ownership to the equity interests of Party C held by it. Other than the pledge placed on the equity interests of Party C held by Party B in accordance with the Equity Pledge Agreement, Party B has the good and transferrable title over all its assets free from not placed any security interest on such equity interests.. Party C hereby represents and warrants to Party A, at the date of this Agreement and at the date of each transfer, that: 3.4 (1) Party C does not have any outstanding liabilitiesdebts, save for those except: (ia) the debts incurred in the ordinary course of business; and and (iib) has been the debts disclosed to Party A whose prior for which Party A’s written consent has been obtained; Party C’s shares are legally and validly owned by Party B. No encumbrance is created by Party B over Party C’s shares, save for the equity pledge created over Party C’s shares pursuant to the Equity Pledge Agreement. 3.5 (2) Party C complies has complied with all applicable laws and obligations; andregulations of the PRC. 3.6 there (3) There is no ongoing, pending or possible threatened litigation, arbitration arbitration, or administrative proceedings in relation relating to the shares and equity interests of Party C, the assets of Party C. C, or Party B undertakes C itself. (4) Party C has a good and merchantable ownership to Party A that it has made appropriate arrangement and executed all necessary documents to ensure that in the event of his or her death, loss of capacity, bankruptcy, divorce or other circumstances that may affect his or her ability to exercise shareholder’s rights, the performance of this Agreement shall not be affected or impaired by persons who may acquire the shares or relevant rights as a result thereof such as his or her heir and successor, guardian, creditor or spouse etc.. Each Party warrants that, in the event that it is permitted by the PRC Laws for Party A to directly hold Party C’s shares without affecting the legality of Party C’s conduct of its businessassets, Party A shall be entitled to exercise the Exclusive Call Option in full immediatelyand has not placed any security interest on such assets.

Representations and Warranties of Party B and Party C. Each of Party B and Party C hereby severally and jointly represents and warrants to Party A, as at the date of this Agreement and at the date of each transfer, that: 3.1 (1) It has the power and capacity to execute and deliver this Agreement, and any shareequity interest/asset transfer agreement (collectivelyrespectively, the “Transfer AgreementsAgreement”) executed for each transfer of the Purchased Shares/Equity Interests and/or Assets contemplated thereunder to which it is a party, and to perform its obligations under this Agreement and any Transfer Agreements. This Agreement and any Transfer Agreements to which it is a party, upon due executionexecution by Party B and Party C, shall constitute its the legal, valid and binding obligationsobligations of, and enforceable against it Party B and Party C pursuant to the terms of this Agreement or any Transfer Agreement. (2) None of the execution and delivery of, and the Transfer Agreements. 3.2 The execution, delivery and performance of its obligations under this Agreement or the relevant share/asset transfer agreements: any Transfer Agreements will: (a) will not cause any violation of any applicable laws of the PRC; (b) be in conflict withinconsistent with the articles of association, bylaws, or result in a breach other organizational documents of Party C; (c) cause the violation of any provision of the following documents, from time to time agreements or after receipt of relevant notice: (i) its business license, articles or association, permit, governmental approval of its incorporation, agreements in connection with its incorporation or other constitutional documents, (ii) any other laws and regulations by which it is bound, (iii) any contract, agreement, lease or other documents instruments to which it is a party or by which it are binding on it, or its assets are bound; (b) will not cause constitute any pledge breach under any agreements or other encumbrances to be created by it or any third party over its assets, save for the equity pledge created over Party C’s shares pursuant to the Equity Pledge Agreement; (c) will not cause any provisions of any contract, agreement, lease or other documents instruments to which it is a party or by which it or its assets are bound, to be terminated or amended by it or any third party; binding on it; (d) will not cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to it; or (e) cause the suspension, revocation, confiscation, damages suspension or expiration without extension revocation of or imposition of additional conditions to any applicable governmental approval, permit and registration etclicenses or permits issued to it.; 3.3 (3) Party B has a legal ownership to the equity interests of Party C held by it. Other than the pledge placed on the equity interests of Party C held by Party B in accordance with the Equity Pledge Agreement, Party B has the good and transferrable title over all its assets free from not placed any security interest on such equity interests.. Party C hereby represents and warrants to Party A, at the date of this Agreement and at the date of each transfer, that: 3.4 (4) Party C does not have any outstanding liabilitiesdebts, save for those except: (ia) the debts incurred in the ordinary course of business; and and (iib) has been the debts disclosed to Party A whose prior for which Party A’s written consent has been obtained; Party C’s shares are legally and validly owned by Party B. No encumbrance is created by Party B over Party C’s shares, save for the equity pledge created over Party C’s shares pursuant to the Equity Pledge Agreement. 3.5 (5) Party C complies has complied with all applicable laws and obligations; andregulations of the PRC. 3.6 there (6) There is no ongoing, pending or possible threatened litigation, arbitration arbitration, or administrative proceedings in relation relating to the shares and equity interests of Party C, the assets of Party C. C, or Party B undertakes C itself. (7) Party C has a good and merchantable ownership to Party A that it has made appropriate arrangement and executed all necessary documents to ensure that in the event of his or her death, loss of capacity, bankruptcy, divorce or other circumstances that may affect his or her ability to exercise shareholder’s rights, the performance of this Agreement shall not be affected or impaired by persons who may acquire the shares or relevant rights as a result thereof such as his or her heir and successor, guardian, creditor or spouse etc.. Each Party warrants that, in the event that it is permitted by the PRC Laws for Party A to directly hold Party C’s shares without affecting the legality of Party C’s conduct of its businessassets, Party A shall be entitled to exercise the Exclusive Call Option in full immediatelyand has not placed any security interest on such assets.