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

Representations and Warranties of Party B and Party C. Party B and Party C, on the date of signing of this Agreement and on each date of transfer, hereby represents and warrants to Party A as follows: 3.1 they shall have the power to execute and deliver this Agreement and any equity interest transfer contract or asset transfer contract (each referred to as “Transfer Contract”) to which they are a party or which is entered into by them according to this Agreement in respect of each transfer of the purchased equity interests or assets and to perform their obligations under this Agreement and any Transfer Contract. Once signed, this Agreement and each Transfer Contract to which they are a party shall constitute their legal, valid and binding obligations and may be enforced against them in accordance with the provisions hereof and thereof; 3.2 Neither the execution and delivery of this Agreement or any Transfer Contract nor the performance of their obligations under this Agreement or any Transfer Contract shall (i) result in any violation of the relevant laws and regulations of the PRC; (ii) conflict with their articles of association or other constitutional documents; (iii) result in or constitute a breach of any contracts or instruments to which they are a party or which are binding upon them; (iv) result in any violation of any conditions for the grant and/or continued validity of any license or approval granted to them; or (v) cause any licence or approval granted to them to be suspended, revoked or attached with additional conditions; 3.3 Party C shall have good and marketable title to all its assets and has not created any security interest on such assets as mentioned above;

Representations and Warranties of Party B and Party C. Party B and Party C, on the date of signing of this Agreement and on each date of transfer, hereby represents and warrants to Party A as follows: 3.1 they shall have the power to execute and deliver this Agreement and any equity interest share transfer contract or asset transfer contract (each referred to as “Transfer Contract”) to which they are a party or which is entered into by them according to this Agreement in respect of each transfer of the purchased equity interests shares or assets and to perform their obligations under this Agreement and any Transfer Contract. Once signed, this Agreement and each Transfer Contract to which they are a party shall constitute their legal, valid and binding obligations and may be enforced against them in accordance with the provisions hereof and thereof; 3.2 Neither the execution and delivery of this Agreement or any Transfer Contract nor the performance of their obligations under this Agreement or any Transfer Contract shall (i) result in any violation of the relevant laws and regulations of the PRC; (ii) conflict with their articles of association or other constitutional documents; (iii) result in or constitute a breach of any contracts or instruments to which they are a party or which are binding upon them; (iv) result in any violation of any conditions for the grant and/or continued validity of any license or approval granted to them; or (v) cause any licence or approval granted to them to be suspended, revoked or attached with additional conditions; 3.3 Party C shall have good and marketable title to all its assets and has not created any security interest on such assets as mentioned above;

Representations and Warranties of Party B and Party C. Party B and Party CC hereby jointly and severally represent and warrant to Party A that, on as of the date hereof and as of signing of this Agreement and on each date of transfer, hereby represents and warrants to Party A as follows: 3.1 they shall have it has the power authority and capacity to execute and deliver this Agreement Contract and any equity interest transfer contract or asset entered into in respect of each transfer contract of the Acquired Equity (each referred to as a “Transfer Contract”) to which they are it is a party or which is entered into by them according to this Agreement in respect of each transfer of the purchased equity interests or assets and to perform their fulfill all of its obligations under this Agreement hereunder and any Transfer Contractthereunder. Once signed, this Agreement This Contract and each Transfer Contract to which they are it is a party shall constitute their legalshall, once executed, become its lawful, valid and binding obligations and may be enforced are enforceable against them it in accordance with the provisions hereof and thereof;their terms. 3.2 Neither neither the execution and delivery of this Agreement or Contract and any Transfer Contract nor the performance of their its obligations under this Agreement hereunder or any Transfer Contract shall thereunder will result in: (i) result in any a violation of the any relevant laws and regulations of the PRCChinese laws; (ii) any conflict with their its articles of association or other constitutional documentsorganizational document; (iii) result in a breach of or constitute a default under any contract or agreement to which it is a party or which is binding upon it; (iv) a breach of any contracts license granted to or instruments to which they are a party or which are binding upon themany authorization approved in favor of it and/or any continuing condition thereon; (ivv) result in any violation of any conditions for the grant and/or continued validity a suspension or revocation of any license or approval granted to them; it, or (v) cause the imposition of any licence or approval granted to them to be suspended, revoked or attached with additional conditionscondition; 3.3 Party C shall have B has good and marketable title to all of its assets assets, which are clear and free from any Encumbrance; 3.4 Party C has not created any security interest on such assets as mentioned aboveno outstanding debts, except for (i) debts arising in its ordinary course of business; and (ii) debts disclosed to Party A and consented to by Party A in writing; 3.5 Party C is compliance with all applicable laws and regulations; and 3.6 there is no ongoing or pending or threatened suit, arbitration or administrative proceeding in connection with Party C or the equity or asset of Party C.