Common use of Representations and Warranties of the Operating Company Clause in Contracts

Representations and Warranties of the Operating Company. The Operating Company hereby represents and warrants to the Sponsor, as of the date hereof, as follows: (a) The Operating Company has been duly formed and is validly existing and in good standing as a limited liability company under the Laws of the State of Delaware with all requisite limited liability company power and authority to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Waiver Agreement. (b) The Operating Company (i) has all requisite limited liability company power and authority to execute and deliver this Waiver Agreement and to perform its obligations hereunder, and (ii) has taken all necessary limited liability company action to authorize the execution, delivery and performance of this Waiver Agreement. (c) This Waiver Agreement has been duly and validly executed and delivered by the Operating Company and, assuming this Waiver Agreement has been duly and validly authorized, executed and delivered by the Sponsor, constitutes a legal, valid and binding obligation of the Operating Company, enforceable against the Operating Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity. (d) The execution, delivery and performance of this Waiver Agreement by the Operating Company will not (i) conflict with or violate any provision of its certificate of formation or limited liability company agreement, (ii) constitute, with or without notice or the passage of time or both, a material violation, a material breach or default, create a material lien, conflict in any material respect with, or require any material consent or approval, or give rise to any material right of termination, modification, cancellation, prepayment, suspension, limitation, revocation, preemption, right of first refusal (or similar right to purchase) or acceleration under any material indenture, mortgage, chattel mortgage, deed of trust, lease, conditional sales contract, loan or credit arrangement to which such Person is a party, or (iii) contravene, in any material respect, any material Law. (e) The execution, delivery and performance of this Waiver Agreement by such Person does not requires any material consent, approval, exemption, waiver, clearance, authorization, filing, registration or notification, of or to any Governmental Entity or other Person, except as has already been obtained, made or waived.

Representations and Warranties of the Operating Company. The Operating Company hereby represents and warrants to to, and agrees with, the Sponsor, as of the date hereof, WFOE as follows: (a) The the Operating Company has been duly formed and is validly existing and in good standing as a company with limited liability company duly incorporated and valid existing under the Laws of the State of Delaware with all requisite limited liability company power and authority to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Waiver Agreement.PRC laws; (b) The the Operating Company (i) has all requisite limited liability the full company power and authority to execute and deliver this Waiver Agreement Contract and to fully perform its the obligations hereunder, and (ii) has taken all necessary limited liability company action to authorize the . Upon execution, delivery and performance of this Waiver Agreement. (c) This Waiver Agreement has been duly and validly executed and delivered by the Operating Company and, assuming this Waiver Agreement has been duly and validly authorized, executed and delivered by the Sponsor, constitutes Contract shall constitute a legal, valid and binding obligation upon the Operating Company and can be enforced pursuant to its clauses; (c) as of the date of the execution of this Contract, the Operating Company has obtained any and all the permits, licenses, authorizations, approvals and equipment as required to provide the ICP Service within the term of this Contract, and shall ensure the aforesaid permits, licenses, authorizations and approvals remain in effect and force and legally valid throughout the term of this Contract; (d) the Operating Company has been complying, and will continue to comply, with all the applicable PRC Laws and is unaware of any circumstance in violation of the PRC Laws, prohibiting or materially preventing the Operating Company from performing its obligations hereunder; (e) neither the execution of this Contract nor performance by the Operating Company of the obligations hereunder will conflict with, violate or contravene (i) the business license of the Operating Company or any provisions of the articles of association of the Operating Company; (ii) any laws, rules, regulations, authorizations or approvals of any governmental agencies or departments applicable to the Operating Company; or (iii) any provisions of the contract and agreement to which the Operating Company or any of its affiliates is a signatory or party; (f) there exists no litigation, arbitration, legal, administrative or other proceedings or governmental investigations pending (or to the knowledge of the Operating Company, enforceable threatened) against the Operating Company or any of its Related Parties in accordance with its termsrelation to the business license and the grant of license of the Operating Company, except as such enforceability may be limited by bankruptcyto the subject matter of this Contract, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws relating to or affecting the enforcement capability of creditors’ rights the WFOE or the Operating Company to execute or perform this Contract in general and by general principles any way, or the capability of equity.the Operating Company to provide the ICP Service within the term of this Contract; and (dg) The executionall documents of governmental agencies, delivery representations and performance materials in relation to the transaction as set forth herein that the Operating Company or any of this Waiver Agreement its affiliates possesses have been disclosed to the WFOE, and no document previously provided by the Operating Company will not (i) conflict with or violate any provision of its certificate affiliates to the WFOE contains any untrue statement of formation or limited liability company agreement, (ii) constitute, with or without notice or the passage of time or both, a material violationfact, a material breach or default, create a material lien, conflict in omits to state any material respect withfact necessary to make the statements contained herein not misleading. In order to ensure that the Operating Company fully performs the obligations hereunder, or require the Operating Company hereby acknowledges and promises that without the prior written consent of the WFOE, the Operating Company shall not conduct any material consent or approvalact and make any transaction that may materially affect its business, or give rise to any material right of terminationassets, modificationoperation, cancellationemployees and other related rights and obligations, prepayment, suspension, limitation, revocation, preemption, right of first refusal (or similar right to purchase) or acceleration under any material indenture, mortgage, chattel mortgage, deed of trust, lease, conditional sales contract, loan or credit arrangement to which such Person is a party, or (iii) contravene, in any material respect, any material Law.including but not limited to: (ea) The executionchange and dismiss the directors of the Operating Company, delivery change and performance replace the senior management, including the general manager, vice general manager, financial director and technical director; (b) change the routine operating and operational procedures and any internal rules and bye-laws, including but not limited to, financial management system, procedure rules of the shareholders’ meeting and/or board meeting, the company’s daily operating systems and rules; (c) in the event that the Operating Company materially violates this Waiver Agreement Contract, the WFOE shall be entitled to require the Operating Company to take all necessary measures, pursuant to the laws and regulations and the articles of association of the Operating Company, within ten (10) working days (“Day” means any calendar day; “Working Day” means any day except Saturday and Sunday) upon receipt of the written notice from the WFOE, to substitute a person acceptable and satisfactory to the WFOE for the director of the Operating Company, and retain managerial personnel and adjust the daily business and financial management pursuant to the suggestion and instruction of the WFOE. Or else, the WFOE will represent the shareholders of the Operating Company to attend the shareholders’ meeting and make vote, and manage the Operating Company pursuant to the irrevocable power of attorney as attached hereto as Appendix E executed by such Person does not requires any material consent, approval, exemption, waiver, clearance, authorization, filing, registration or notification, the shareholders of or to any Governmental Entity or other Person, except as has already been obtained, made or waivedthe Operating Company.