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

Representations and Warranties of Party B and Party C. (I) Party B hereby represents and warrants to Party A that, as of the effective date of this Agreement: 1. Party B is the sole legal holder of the equity pledged. 2. Except for the benefit of Party A, Party B has created no other pledge or other rights over the equity. 3. The shareholders’ assembly of Party C has passed a resolution approving the equity pledge hereunder. 4. Once this Agreement comes into effect, it shall constitute legal, valid and legally binding obligations of Party B. 5. Party B’s pledge of equity pursuant to this Agreement will not violate the relevant provisions of national laws, regulations and other departmental rules, nor violate any contract or agreement signed by Party B with any third party or any commitment made to any third party. 6. All documents and materials provided by Party B to Party A in relation to this Agreement are true, accurate and complete. 7. Only with the written authorization and Party A and at the request of Party A may Party B exercise its rights as a shareholder of Party C. (II) Party C hereby represents and warrants to Party A that, as of the effective date of this Agreement: 1. It is a limited liability company duly incorporated and validly existing under PRC Laws with independent legal personality; and has full and independent legal status and capacity to execute, deliver and perform this Agreement. 2. Once duly executed by Party C, this Agreement will constitute legal, valid and legally binding obligations of Party C. 3. It has full internal corporate power and authority to execute and deliver this Agreement and all other Agreements as well as full power and authority to consummate the transactions contemplated hereunder. 4. There is no material security interest or other encumbrance (including, but not limited to, transfer of any intellectual property rights or any assets of Party C that have a value of over RMB100,000, or any encumbrance or limitation on right to use attached to such assets) over the assets owned by Party C that may affect Party A’s rights and interests in the equity. 5. Without the prior written consent of Party A, no debts will be incurred, inherited, guaranteed or permitted to subsist, except for (i) debts incurred in the normal course of business rather than through borrowing; and (ii) debts already disclosed to Party A and permitted by Party A in writing. 6. Party C has conducted all its operations in the normal course of business, so as to maintain the value of its assets, and will take no act/omission that may affect its operating state and asset value. 7. There is no pending, or to the knowledge of Party C, threatened, litigation, arbitration or other legal proceedings before any court or arbitral tribunal or by any governmental body or administrative authority against Party C or its equity or assets that have a material or adverse effect on the financial condition of Party C or Party C’s ability to fulfill its obligations and guarantee liability hereunder.

Representations and Warranties of Party B and Party C. (I) Party B and Party C hereby jointly and severally represents and warrants to Party A that, as of at the effective execution date of this AgreementAgreement and each transfer date: 1. Party B is the sole legal holder of the equity pledged. 2. Except for the benefit of Party A, Party B has created no other pledge or other rights over the equity. 3. The shareholders’ assembly of Party C has passed a resolution approving the equity pledge hereunder. 4. Once this Agreement comes into effect, it shall constitute legal, valid and legally binding obligations of Party B. 5. Party B’s pledge of equity pursuant to this Agreement will not violate the relevant provisions of national laws, regulations and other departmental rules, nor violate they have any contract or agreement signed by Party B with any third party or any commitment made to any third party. 6. All documents and materials provided by Party B to Party A in relation to this Agreement are true, accurate and complete. 7. Only with the written authorization and Party A and at the request of Party A may Party B exercise its rights as a shareholder of Party C. (II) Party C hereby represents and warrants to Party A that, as of the effective date of this Agreement: 1. It is a limited liability company duly incorporated and validly existing under PRC Laws with independent legal personality; and has full and independent legal status and capacity to execute, deliver and perform this Agreement. 2. Once duly executed by Party C, this Agreement will constitute legal, valid and legally binding obligations of Party C. 3. It has full internal corporate power and authority right to execute and deliver this Agreement and all any equity transfer agreement that Party B and Party C execute as parties for each transfer of Purchased Equity according to this Agreement (each “Transfer Agreement”), and to perform their obligations hereunder and under any Transfer Agreement. This Agreement and each Transfer Agreement Party B and Party C execute as parties shall constitute legal, valid and binding obligations upon Party B and Party C and be enforceable according to terms of this Agreement or each Transfer Agreement; 2. execution and delivery of this Agreement or any Transfer Agreement, and performance of obligations hereunder or thereunder shall not: (a) result in any violation of applicable laws of China; (b) contravene the articles of association or other Agreements organizational documents of Party C; (c) result in breach of any contract or document they execute as well parties to or binding upon them, or constitue breach under any contract or document they execute as full power parties to or binding upon them; (d) result in violation of license or authorization granted to them and/or any terms and authority conditions survive the termination of such license or authorization; or (e) result in suspension or termination of or additional terms and conditions included in any license or authorization granted to consummate them. 3. Party B has ownership of its equities by operation of laws. Party B has never created any security interests over the transactions contemplated hereunder.said equities except for encumbrance created over its equities according to Equity Pledge Agreement; 4. There is no material security interest or other encumbrance (including, but not limited to, transfer of any intellectual property rights or any assets of Party C that have a value of over RMB100,000, or any encumbrance or limitation on right to use attached to such assets) over the assets owned by Party C that may affect Party A’s rights and interests in the equity. 5. Without the prior written consent of Party A, has no debts will be incurred, inherited, guaranteed or permitted to subsistunpaid debts, except for for: (ia) debts incurred in the normal its ordinary course of business rather than through borrowing; business, and The Fifth Amended and Restated Exclusive Purchase Option Agreement 6 (iib) debts already disclosed to Party A and permitted approved by Party A in writing. 65. Party C has conducted all its operations in the normal course of business, so as to maintain the value of its assets, complies and will take comply any and all applicable laws and regulations; 6. there are no act/omission that may affect its operating state and asset value. 7. There is no pendinglawsuits, or to the knowledge of Party C, threatened, litigation, arbitration or other legal proceedings before any court or arbitral tribunal or by any governmental body arbitrations or administrative authority against proceedings that are underway, pending or threatened and in connection with Party C or its equity with equities or assets that have a material or adverse effect on the financial condition of Party C or Party C’s ability to fulfill its obligations and guarantee liability hereunder.C.

Representations and Warranties of Party B and Party C. (I) Party B and Party C hereby represents jointly and warrants severally represent and warrant to Party A that, as of the effective date of this Agreementfollows: 1. 5.1 Party B is the sole legal holder lawful owner of the equity pledgedPledged Equity Interests, the ownership of which is not subject to any existing or potential dispute. Party B has the right to dispose the Pledged Equity Interests or any part thereof without any restriction by any third party. 2. 5.2 Except for the benefit Pledge provided hereunder, Party B has not created any other pledge or any other third party interest on the Pledged Equity Interests. 5.3 Party B and Party C fully understand and voluntarily enter into this Agreement based on a true understanding of the Agreement. Party B and Party C have taken all necessary measures and obtained all necessary internal authorizations required to execute and perform this Agreement, and executed all necessary documents to make sure the Pledge under the Agreement is lawful and valid. 5.4 During the term of this Agreement, Party B shall not transfer or assign the Pledged Equity Interests, grant any rights, options or other interests relating to the Pledged Equity Interests to any third party, or create or permit to be created any security or other interests which may potentially affect on the rights or benefits of the Party A without prior written consent of Party A. 5.5 During the term of this Agreement, Party B and Party C shall abide by and comply with all relevant PRC laws and regulations concerning the pledge of rights, and in the event of receiving any notice, order or recommendation from competent authorities concerning the Pledged Equity Interests, shall timely notify Party A and show to Party A such notice or order within five (5) business days upon receipt thereof, comply with such notice or order or upon Party A’s reasonable request or written consent, raise objections to such notice or order. 5.6 Party B and Party C shall not perform or permit to be performed any conduct that may damage the value of the Pledged Equity Interests or the Pledge right of Party A. Party B and Party C shall notify Party A of any event that may affect the value of the Pledged Equity Interests or the Pledge right of Party A within five (5) business days after it becomes aware of such event. Party A shall bear no responsibility to any reduction in the value of the Pledged Equity Interests, for which Party B and Party C shall have no right to demand any compensation from or make any request to Party A. 5.7 To the extent permitted by the PRC laws and regulations, the Pledge under this Agreement shall remain in full effect during the term of the Agreement, and shall not be affected by any insolvency, liquidation, loss of capacity, or change of organizational structure or status of Party B or Party C, any offset among the Parties or any other events. 5.8 For the purpose of performing this Agreement, Party A is entitled to dispose the Pledged Equity Interests in accordance with the provisions of this Agreement. Party A’s exercise of such right shall not be interrupted or jeopardized by Party B or Party C, or their successors or agents, or any other persons by way of legal proceedings. 5.9 In order to protect and perfect the security provided by this Agreement for the obligations of Party B, Party C and the Affiliated Entities under the Main Agreements, Party B and Party C shall faithfully execute and cause any related parties to execute all certificates and agreements requested by Party A in connection with the performance of the Agreement, take or cause such third parties to take any measures required by Party A relating to the Agreement, and provide assistance to Party A concerning the exercise of the Pledge right hereunder. 5.10 In order to protect the interests of Party A, Party B has created no other pledge or other rights over the equity. 3. The shareholders’ assembly of and Party C has passed a resolution approving shall abide by and perform all warranties, covenants, agreements, representations and conditions. In the equity pledge hereunder. 4. Once this Agreement comes into effect, it shall constitute legal, valid and legally binding obligations of Party B. 5. Party B’s pledge of equity pursuant to this Agreement will not violate the relevant provisions of national laws, regulations and other departmental rules, nor violate any contract or agreement signed by event Party B with any third party or any commitment made to any third party. 6. All documents and materials provided by Party B to Party A in relation to this Agreement are true, accurate and complete. 7. Only with the written authorization and Party A and at the request of Party A may Party B exercise its rights as a shareholder of Party C. (II) Party C hereby represents and warrants shall fail to Party A that, as of the effective date of this Agreement: 1. It is a limited liability company duly incorporated and validly existing under PRC Laws with independent legal personality; and has full and independent legal status and capacity do so resulting in damages to execute, deliver and perform this Agreement. 2. Once duly executed by Party C, this Agreement will constitute legal, valid and legally binding obligations of Party C. 3. It has full internal corporate power and authority to execute and deliver this Agreement and all other Agreements as well as full power and authority to consummate the transactions contemplated hereunder. 4. There is no material security interest or other encumbrance (including, but not limited to, transfer of any intellectual property rights or any assets of Party C that have a value of over RMB100,000, or any encumbrance or limitation on right to use attached to such assets) over the assets owned by Party C that may affect Party A’s rights and interests in the equity. 5. Without the prior written consent of Party A, no debts will be incurred, inherited, guaranteed or permitted to subsist, except for (i) debts incurred in the normal course of business rather than through borrowing; Party B and (ii) debts already disclosed to Party C shall indemnify Party A for all of such damages and permitted by Party A in writinglosses. 6. Party C has conducted all its operations in the normal course of business, so as to maintain the value of its assets, and will take no act/omission that may affect its operating state and asset value. 7. There is no pending, or to the knowledge of Party C, threatened, litigation, arbitration or other legal proceedings before any court or arbitral tribunal or by any governmental body or administrative authority against Party C or its equity or assets that have a material or adverse effect on the financial condition of Party C or Party C’s ability to fulfill its obligations and guarantee liability hereunder.

Representations and Warranties of Party B and Party C. (I) At the execution date of this Agreement and every transfer date, Party B and Party C hereby represents represent and warrants warrant jointly and severably to Party A thatas follows: (a) It has the right and ability to enter into and deliver this Agreement, and any equity transfer agreement (each a "Transfer Agreement") having it as a party, for every single transfer of the effective date of Purchased Equity Interest according to this Agreement: 1. Party B is the sole legal holder of the equity pledged. 2. Except for the benefit of Party A, Party B has created no other pledge or other rights over the equity. 3. The shareholders’ assembly of Party C has passed a resolution approving the equity pledge hereunder. 4. Once and to perform its obligations under this Agreement comes into effectand any Transfer Agreement. Upon execution, this Agreement and the Transfer Agreements having it shall as a party constitute a legal, valid and legally binding obligations obligation of Party B.it which can be enforceable against it in accordance with the terms; 5. Party B’s pledge (b) The execution or delivery of equity pursuant to this Agreement will not and any Transfer Agreement and performance of the obligations under this Agreement and any Transfer Agreement do not: (i) cause to violate the any relevant provisions laws of national laws, regulations and PRC; (ii) constitute a conflict with its Articles of Association or other departmental rules, nor violate organizational documents; (iii) cause to breach any contract or agreement signed by instruments to which it is a party or having binding obligation on it, or constitute breaching of any contract or instruments to which it is a party or having binding obligation on it; (iv) cause to violate relevant granting of any permit or approval to it and/or any continuing valid condition; or (v) cause any consent or approval granted to it to be suspended, removed, or into which other requests be added; (c) Party B with any third party or any commitment made to any third party. 6. All documents bears the good and materials provided by sellable ownership of its equity interest in Party C. Party B to Party A in relation to this Agreement are truedoes not set any security interest on the said equity interest, accurate and complete. 7. Only with the written authorization and Party A and at exception of the request share pledge made for the interest of Party A may or any share pledge agreed by Party B exercise its rights as a shareholder of Party C.A; (IId) Party C hereby represents and warrants to Party A thatdoes not have any outstanding debt, as with the exception of the effective date of this Agreement: 1. It is a limited liability company duly incorporated and validly existing under PRC Laws with independent legal personality; and has full and independent legal status and capacity to execute, deliver and perform this Agreement. 2. Once duly executed by Party C, this Agreement will constitute legal, valid and legally binding obligations of Party C. 3. It has full internal corporate power and authority to execute and deliver this Agreement and all other Agreements as well as full power and authority to consummate the transactions contemplated hereunder. 4. There is no material security interest or other encumbrance (including, but not limited to, transfer of any intellectual property rights or any assets of Party C that have a value of over RMB100,000, or any encumbrance or limitation on right to use attached to such assets) over the assets owned by Party C that may affect Party A’s rights and interests in the equity. 5. Without the prior written consent of Party A, no debts will be incurred, inherited, guaranteed or permitted to subsist, except for (i) debts incurred in the debt arising from its normal course of business rather than through borrowingbusiness; and (ii) debts already debt that has been disclosed to Party A and permitted by has gained written consent from Party A in writing.A; 6. (e) Party C has conducted abides by all its operations in the normal course of business, so as to maintain the value of its assets, laws and will take no act/omission that may affect its operating state and asset value. 7. There is no pending, or regulations applicable to the knowledge purchase of Party Cassets; (f) No on-going, threatened, pending or probable litigation, arbitration or other legal proceedings before any court or arbitral tribunal or by any governmental body or administrative authority against Party C or its procedure relating to equity interest or assets that have a material or adverse effect on the financial condition of Party C or Party C’s ability to fulfill its obligations and guarantee liability hereunderthe company.

Representations and Warranties of Party B and Party C. (I) Each of Party B hereby represents and warrants Party C severally makes the following representations and warranties to Party A that, as of the effective date of this AgreementA: (1. Party B is the sole legal holder of the equity pledged. 2. Except for the benefit of Party A, Party B has created no other pledge or other rights over the equity. 3. The shareholders’ assembly of Party C has passed a resolution approving the equity pledge hereunder. 4. Once this Agreement comes into effect, it shall constitute legal, valid and legally binding obligations of Party B. 5. Party B’s pledge of equity pursuant to this Agreement will not violate the relevant provisions of national laws, regulations and other departmental rules, nor violate any contract or agreement signed by Party B with any third party or any commitment made to any third party. 6. All documents and materials provided by Party B to Party A in relation to this Agreement are true, accurate and complete. 7. Only with the written authorization and Party A and at the request of Party A may Party B exercise its rights as a shareholder of Party C. (II) Party C hereby represents and warrants to Party A that, as of the effective date of this Agreement: 1. It Each Target Company is a limited liability company duly incorporated in accordance with PRC laws. Each of Party B and validly existing Party C is a limited liability company duly incorporated in accordance with PRC laws. Each of the Target Company, Party B and Party C has the capacity for civil rights and the capacity for civil conducts required under PRC Laws laws to execute this Agreement and other transaction documents to which it is a party and to perform its obligations under these transaction documents. (2) Party B holds 100% equity interest in Party D and has complete and exclusive ownership over such equity interests. Party B has the right to transfer the Target Equity Interest to Party A in accordance with independent legal personality; the terms and conditions of this Agreement. Party C holds 100% equity interest in Party E and has full and independent legal status exclusive ownership over such equity interests. Party C has the right to transfer the Target Equity Interest to Party A in accordance with the terms and capacity to execute, deliver and perform conditions of this Agreement. The Target Equity Interest are free of any mortgage or pledge. 2. Once duly executed by (3) Each of the Target Company, Party C, this Agreement will constitute legal, valid B and legally binding obligations of Party C. 3. It C has full internal all requisite legal and corporate power and authority to execute and deliver enter into this Agreement and all other Agreements as well as full power transaction documents to which it is a party and authority to consummate perform its obligations hereunder and thereunder. Upon the transactions contemplated hereunderexecution of this Agreement, it will become effective and binding upon each of sTarget Company, Party B and Party C. The obligations and responsibilities of each of the Target Company, Party B and Party C under this Agreement are legal, valid and enforceable. (4. There ) The execution, delivery and performance of this Agreement by each of the Target Company, Party B and Party C and other transaction documents to which it is no material security interest or other encumbrance (including, but a party and the performance of its obligations hereunder and thereunder will not limited to, transfer violate the articles of any intellectual property rights associations or any assets other organizational documents of Party C that have a value of over RMB100,000each Target Company, or any encumbrance breach the court judgement, rulings, arbitral tribunal awards, administrative decisions or limitation on right to use attached to such assets) over the assets owned by Party C orders that may affect Party A’s rights and interests in the equity. 5. Without the prior written consent of Party A, no debts will be incurred, inherited, guaranteed are binding upon or permitted to subsist, except for (i) debts incurred in the normal course of business rather than through borrowing; and (ii) debts already disclosed to Party A and permitted by Party A in writing. 6. Party C has conducted all its operations in the normal course of business, so as to maintain the value of its assets, and will take no act/omission that may affect its operating state and asset value. 7. There is no pending, or applicable to the knowledge of Target Company, Party C, threatened, litigation, arbitration or other legal proceedings before any court or arbitral tribunal or by any governmental body or administrative authority against Party C or its equity or assets that have a material or adverse effect on the financial condition of Party C B or Party C’s ability to fulfill its obligations and guarantee liability hereunder.C.

Representations and Warranties of Party B and Party C. (I) Each of Party B and Party C hereby represents severally, not jointly, makes the following representations and warrants warranties to Party A thatthe other Parties hereto as at the date hereof, and severally, not jointly, undertakes that each of the following representations and warranties shall be true, accurate and complete as at the date hereof and the Closing Date (notwithstanding the foregoing, Nxxxxxx Xxxx and Smart Master shall bear the joint and several liabilities, and Jxxx Xxx and Peace Unity shall bear the joint and several liabilities): 7.1 It has lawfully obtained all approvals, consents, authorizations and permits necessary for the execution and full performance of this Agreement which may be obtained as of the effective date of hereof, and has the lawful power and right to execute and fully perform this Agreement: 1. Party B C specifically acknowledges that no approval or consent is required to be obtained from the sole legal holder board of directors and shareholders’ meeting of Home Inns or from the securities regulatory authority of the equity pledgedUnited States in connection with the Transaction. 2. Except for the benefit 7.2 The execution and performance of Party A, Party B has created no other pledge or other rights over the equity. 3. The shareholders’ assembly of Party C has passed a resolution approving the equity pledge hereunder. 4. Once this Agreement comes into effect, it shall constitute legal, valid and legally binding obligations of Party B. 5. Party B’s pledge of equity pursuant to this Agreement will not violate the violate: (1) relevant provisions of national applicable laws, regulations and competent governmental authorities; or (2) any material commitment, agreement and contract made or entered into by it or binding upon it or its assets. If there is any violation, it shall have obtained the written consent, permit or waiver of the counterparty or beneficiary of such commitment, agreement and contract prior to the execution hereof. 7.3 All documents, materials and information in connection with the Transaction which have been provided by it or will be provided by it before the completion of the Transaction to the other departmental rulesParties and the agencies entrusted by them are true, accurate and valid, free and clear of any false record, misrepresentation or material omission. 7.4 It has the lawful, valid and full rights to the Target Assets to be transferred and used for subscribing for the New Shares under the Transaction, which are free and clear of any security or mortgage in favor of any third party or any third-party interest or claim, and may be lawfully transferred to Party A pursuant to applicable laws. 7.5 It has not been subject to any criminal/administrative penalty (other than those apparently irrelevant with the securities market) or involved in any material litigation or arbitration during the recent five years; it is not subject to or involved in any pending or foreseeable criminal/administrative penalty or litigation or arbitration which may cause damage to the Transaction. 7.6 It will proactively facilitate and effect the Transaction by taking the following acts: (1) to proactively execute and prepare all necessary documents in connection with the Transaction; (2) not to take any act that will violate the representations and warranties under this Article 7 or affect the validity of this Agreement; (3) during the Transitional Period, to maintain the lawful and full ownership of the Target Assets, so that the title to the Target Assets remains clear and complete; to protect the Target Assets held by it from judicial attachment, freezing, pledge or any form of Encumbrance or any third-party right created in favor of any third party; to operate and manage Home Inns in a reasonable and prudent manner; to maintain stability of the management personnel and customers of Home Inns and ordinary operation of its business; not to take any extraordinary act which will result in diminution in value of the Target Assets, or any act that will render Home Inns’ intangible assets or operating qualification invalid, null and void or result in the loss of protection on such intangible assets or operating qualification; to warrant that no material adverse change will be caused by its acts to the operating conditions of Home Inns; (4) to obtain the written consent of Party A’s board of directors if it intends to cause Homeinns Group to implement any decision out of the ordinary course of business which may cause any material change to the Target Assets during the Transitional Period; (5) after the execution of this Agreement, without Party A’s written consent, not to resell or entrust the Target Assets held by it or create any third-party right (including pre-emptive right or option) over them, nor violate to conduct any contract or agreement signed by Party B transactional approach with any third party or execute any commitment made to any third party. 6. All documents and materials provided by Party B to Party A memorandum, contract or understanding in relation to this Agreement are true, accurate and complete. 7. Only connection with the written authorization and Party A and at transfer, pledge, entrustment of or the request creation of Party A may Party B exercise its rights as a shareholder any Encumbrance or third-party right over the Target Assets held by it, or execute any contract, memorandum or legal document in any form which conflicts with the transfer of Party C.the Target Assets or contains any term prohibiting or restricting the transfer of the Target Assets; and (II6) Party C hereby represents and warrants to Party A that, as of after the effective date execution of this Agreement: 1. It is a limited liability company duly incorporated and validly existing under PRC Laws with independent legal personality; and has full and independent legal status and capacity , to execute, deliver and perform this Agreementproactively facilitate all work involving it in the Transaction. 2. Once duly executed by Party C7.7 If there is any misrepresentation, this Agreement will constitute legal, valid and legally binding obligations of Party C. 3. It has full internal corporate power and authority to execute and deliver this Agreement and all other Agreements as well as full power and authority to consummate the transactions contemplated hereunder. 4. There is no misleading statement or material security interest or other encumbrance (including, but not limited to, transfer of any intellectual property rights or any assets of Party C that have a value of over RMB100,000, or any encumbrance or limitation on right to use attached to such assets) over the assets owned by Party C that may affect Party A’s rights and interests omission in the equity. 5. Without relevant written information and documents in connection with the prior written consent of Transaction disclosed by Home Inns to the investors or provided by Hone Inns to Party A, no debts will the Transferors shall be incurredliable for indemnifying Party A for the losses arising therefrom in proportion to the percentage of Home Inns’ equity held by them; if there is any misrepresentation, inherited, guaranteed misleading statement or permitted to subsist, except for (i) debts incurred material omission in relevant written information and documents in connection with the normal course of business rather than through borrowing; and (ii) debts already disclosed Transaction provided by a Transferor to Party A and permitted by A, such Transferor shall be liable for indemnifying Party A in writingfor the losses arising therefrom. 6. Party C has conducted all its operations in the normal course of business, so as to maintain the value of its assets, and will take no act/omission that may affect its operating state and asset value. 7. There is no pending, or to the knowledge of Party C, threatened, litigation, arbitration or other legal proceedings before any court or arbitral tribunal or by any governmental body or administrative authority against Party C or its equity or assets that have a material or adverse effect on the financial condition of Party C or Party C’s ability to fulfill its obligations and guarantee liability hereunder.