Common use of Representations and Warranties of Pledgors Clause in Contracts

Representations and Warranties of Pledgors. 6.1 The Pledgee shall have the right to exercise, dispose of or transfer the Pledgee’s Rights in accordance with the provisions of this Agreement. 6.2 Each of the Pledgors severally and jointly represents, warrants and covenants to the Pledgee that: 6.2.1 he or she has full power to execute this Agreement and perform the obligations hereunder; he or she has granted his or her representative the authority to execute this Agreement on his/her behalf. The provisions of this Agreement shall be legally binding on him or her from the effective date of this Agreement. 6.2.2 he or she is the legal owner of the Pledged Equity Interests and is entitled to pledge the Pledged Equity Interests in favor of the Pledgee; there will be no legal or factual obstacle on the Pledgee’s exercise of the Pledgee’s Rights in future. 6.2.3 Shanghai Kuanyu is a limited liability company duly incorporated and validly existing under the laws of China, which is officially registered with the competent industrial and commercial administration authority passing its annual surveys for all past years. The registered capital of Shanghai Kuanyu is RMB21,000,000, all of which has been duly paid. 6.2.4 the execution, delivery and performance of this Agreement: (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) Shanghai Kuanyu’s business license, articles of 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 or other documents to which the Pledgors or Shanghai Kuanyu 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 the assets of Shanghai Kuanyu; (c) will not cause any provisions of any contract or other documents to which Pledgors or Shanghai Kuanyu is a party, or by which it or its assets are bound, to be terminated or amended by it or any third party; and (d) will not cause the suspension, revocation, damages, confiscation or expiration without extension of any applicable governmental approval, permit, registration, etc.. 6.2.5 save for the Equity Pledge of the Pledgors under the Equity Pledge Agreement, there are no other mortgage, pledge or other securities, right of priority, legal mortgage, property preservation, seizure, trust, lease, option or other encumbrances (hereinafter referred to as “Encumbrance”). 6.2.6 any of the Pledgors may accept transfer of other Pledgors’ equity interests in Shanghai Kuanyu or subscribe for capital increase in Shanghai Kuanyu with prior written consent of the Pledgee. Any equity interests transferred to and accepted by or any increase in the registered capital of Shanghai Kuanyu subscribed by the Pledgor shall be deemed Pledged Equity Interests. Upon completion of the transfer of equity interests to the Pledgors or the capital increase of Shanghai Kuanyu, the Pledgors and Shanghai Kuanyu shall be responsible for recording changes to the Equity Pledge into the share register of Shanghai Kuanyu and register the Equity Pledge with competent industrial and commercial registration authority. 6.2.7 promptly notify the Pledgee of any event or notice received by the Pledgors that may have an impact on the Pledgee’s Rights over the equity interests or any part thereof, as well as any event or notice received by the Pledgors that may change or have an impact on any warranties or obligations of the Pledgors under this Agreement. 6.2.8 where the Pledgee requires the relevant certification, permit, authorization or other relevant legal documents in disposing of the Pledged Equity Interests pursuant to this Agreement, he or she shall unconditionally provide or procure such documents and provide assistance in all respects; the Pledgors undertakes that upon transfer of the Pledged Equity Interests to the Pledgee or its designated beneficiary, the Pledgors and/or Shanghai Kuanyu shall unconditionally complete all procedures required by laws for the Pledgee or its designated beneficiary to acquire Shanghai Kuanyu’s equity interests, including without limitation the issuance of relevant certification, the execution of the share transfer agreement or other relevant documents. 6.2.9 covenants to the Pledgee that he or she will comply with and perform all warranties, covenants, agreements, representations and conditions under this Agreement for the benefit of the Pledgee. In the event of failure or partial performance of its warranties, covenants, agreements, representations or conditions, the Pledgors shall indemnify the Pledgee against all losses resulting therefrom. 6.2.10 each of the Pledgors warrants to the Pledgee 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, divorce or other circumstance that may affect his or her ability to exercise the rights of the equity interests, the performance of this Agreement shall not be affected or impaired by persons who may acquire the equity interests or relevant rights as a result thereof such as his or her heir and successor, guardian, creditor or spouse.

Representations and Warranties of Pledgors. 6.1 The Pledgee shall have the right to exercise, dispose of or transfer the Pledgee’s Rights in accordance with the provisions of this Agreement. 6.2 Each of the Pledgors severally and jointly represents, warrants and covenants to the Pledgee that: 6.2.1 he or she has full power to execute this Agreement and perform the obligations hereunder; he or she has granted his or her representative the authority to execute this Agreement on his/her behalf. The provisions of this Agreement shall be legally binding on him or her from the effective date of this Agreement. 6.2.2 he or she is the legal owner of the Pledged Equity Interests and is entitled to pledge the Pledged Equity Interests in favor of the Pledgee; there will be no legal or factual obstacle on the Pledgee’s exercise of the Pledgee’s Rights in future. 6.2.3 Shanghai Kuanyu Hode is a limited liability company duly incorporated and validly existing under the laws of China, which is officially registered with the competent industrial and commercial administration authority passing its annual surveys for all past years. The registered capital of Shanghai Kuanyu Hode is RMB21,000,000RMB10,993,539, all of which has been duly paid. 6.2.4 the execution, delivery and performance of this Agreement: (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) Shanghai KuanyuHode’s business license, articles of 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 or other documents to which the Pledgors or Shanghai Kuanyu Hode 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 the assets of Shanghai KuanyuHode; (c) will not cause any provisions of any contract or other documents to which Pledgors or Shanghai Kuanyu Hode is a party, or by which it or its assets are bound, to be terminated or amended by it or any third party; and (d) will not cause the suspension, revocation, damages, confiscation or expiration without extension of any applicable governmental approval, permit, registration, etc.. 6.2.5 save for the Equity Pledge of the Pledgors under the Equity Pledge Agreement, there are no other mortgage, pledge or other securities, right of priority, legal mortgage, property preservation, seizure, trust, lease, option or other encumbrances (hereinafter referred to as “Encumbrance”). 6.2.6 any of the Pledgors may accept transfer of other Pledgors’ equity interests in Shanghai Kuanyu Hode or subscribe for capital increase in Shanghai Kuanyu Hode with prior written consent of the Pledgee. Any equity interests transferred to and accepted by or any increase in the registered capital of Shanghai Kuanyu Hode subscribed by the Pledgor shall be deemed Pledged Equity Interests. Upon completion of the transfer of equity interests to the Pledgors or the capital increase of Shanghai KuanyuHode, the Pledgors and Shanghai Kuanyu Hode shall be responsible for recording changes to the Equity Pledge into the share register of Shanghai Kuanyu Hode and register the Equity Pledge with competent industrial and commercial registration authority. 6.2.7 promptly notify the Pledgee of any event or notice received by the Pledgors that may have an impact on the Pledgee’s Rights over the equity interests or any part thereof, as well as any event or notice received by the Pledgors that may change or have an impact on any warranties or obligations of the Pledgors under this Agreement. 6.2.8 where the Pledgee requires the relevant certification, permit, authorization or other relevant legal documents in disposing of the Pledged Equity Interests pursuant to this Agreement, he or she shall unconditionally provide or procure such documents and provide assistance in all respects; the Pledgors undertakes that upon transfer of the Pledged Equity Interests to the Pledgee or its designated beneficiary, the Pledgors and/or Shanghai Kuanyu Hode shall unconditionally complete all procedures required by laws for the Pledgee or its designated beneficiary to acquire Shanghai KuanyuHode’s equity interests, including without limitation the issuance of relevant certification, the execution of the share transfer agreement or other relevant documents. 6.2.9 covenants to the Pledgee that he or she will comply with and perform all warranties, covenants, agreements, representations and conditions under this Agreement for the benefit of the Pledgee. In the event of failure or partial performance of its warranties, covenants, agreements, representations or conditions, the Pledgors shall indemnify the Pledgee against all losses resulting therefrom. 6.2.10 each of the Pledgors warrants to the Pledgee 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, divorce or other circumstance that may affect his or her ability to exercise the rights of the equity interests, the performance of this Agreement shall not be affected or impaired by persons who may acquire the equity interests or relevant rights as a result thereof such as his or her heir and successor, guardian, creditor or spouse.

Representations and Warranties of Pledgors. 6.1 The Pledgee shall have the right to exercise, dispose of or transfer the Pledgee’s Rights in accordance with the provisions of this Agreement. 6.2 Each of the Pledgors severally and jointly represents, warrants and covenants to the Pledgee that: 6.2.1 he or she has full power to execute this Agreement and perform the obligations hereunder; he or she has granted his or her representative the authority to execute this Agreement on his/her behalf. The provisions of this Agreement shall be legally binding on him or her from the effective date of this Agreement. 6.2.2 he or she is the legal owner of the Pledged Equity Interests and is entitled to pledge the Pledged Equity Interests in favor of the Pledgee; there will be no legal or factual obstacle on the Pledgee’s exercise of the Pledgee’s Rights in future. 6.2.3 Shanghai Kuanyu is a limited liability company duly incorporated and validly existing under the laws of China, which is officially registered with the competent industrial and commercial administration authority passing its annual surveys for all past years. The registered capital of Shanghai Kuanyu is RMB21,000,000RMB100,000,000, all of which has been duly paid. 6.2.4 the execution, delivery and performance of this Agreement: (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) Shanghai Kuanyu’s business license, articles of 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 or other documents to which the Pledgors or Shanghai Kuanyu 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 the assets of Shanghai Kuanyu; (c) will not cause any provisions of any contract or other documents to which Pledgors or Shanghai Kuanyu is a party, or by which it or its assets are bound, to be terminated or amended by it or any third party; and (d) will not cause the suspension, revocation, damages, confiscation or expiration without extension of any applicable governmental approval, permit, registration, etc.. 6.2.5 save for the Equity Pledge of the Pledgors under the Equity Pledge Agreement, there are no other mortgage, pledge or other securities, right of priority, legal mortgage, property preservation, seizure, trust, lease, option or other encumbrances (hereinafter referred to as “Encumbrance”). 6.2.6 any of the Pledgors may accept transfer of other Pledgors’ equity interests in Shanghai Kuanyu or subscribe for capital increase in Shanghai Kuanyu with prior written consent of the Pledgee. Any equity interests transferred to and accepted by or any increase in the registered capital of Shanghai Kuanyu subscribed by the Pledgor shall be deemed Pledged Equity Interests. Upon completion of the transfer of equity interests to the Pledgors or the capital increase of Shanghai Kuanyu, the Pledgors and Shanghai Kuanyu shall be responsible for recording changes to the Equity Pledge into the share register of Shanghai Kuanyu and register the Equity Pledge with competent industrial and commercial registration authority. 6.2.7 promptly notify the Pledgee of any event or notice received by the Pledgors that may have an impact on the Pledgee’s Rights over the equity interests or any part thereof, as well as any event or notice received by the Pledgors that may change or have an impact on any warranties or obligations of the Pledgors under this Agreement. 6.2.8 where the Pledgee requires the relevant certification, permit, authorization or other relevant legal documents in disposing of the Pledged Equity Interests pursuant to this Agreement, he or she shall unconditionally provide or procure such documents and provide assistance in all respects; the Pledgors undertakes that upon transfer of the Pledged Equity Interests to the Pledgee or its designated beneficiary, the Pledgors and/or Shanghai Kuanyu shall unconditionally complete all procedures required by laws for the Pledgee or its designated beneficiary to acquire Shanghai Kuanyu’s equity interests, including without limitation the issuance of relevant certification, the execution of the share transfer agreement or other relevant documents. 6.2.9 covenants to the Pledgee that he or she will comply with and perform all warranties, covenants, agreements, representations and conditions under this Agreement for the benefit of the Pledgee. In the event of failure or partial performance of its warranties, covenants, agreements, representations or conditions, the Pledgors shall indemnify the Pledgee against all losses resulting therefrom. 6.2.10 each of the Pledgors warrants to the Pledgee 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, divorce or other circumstance that may affect his or her ability to exercise the rights of the equity interests, the performance of this Agreement shall not be affected or impaired by persons who may acquire the equity interests or relevant rights as a result thereof such as his or her heir and successor, guardian, creditor or spouse.