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

Representations and Warranties of the Pledgors and the Company. The Pledgors and the Company hereby represent and warrant to the Pledgee that: 7.1 They are natural persons with full civil capacity or a limited liability company lawfully incorporated and existing; they have full and independent legal status and legal capacity and the capacity to execute, deliver and perform this Agreement, and have been duly authorized to execute, deliver and perform this Agreement, and may act as an independent party to any lawsuit. 7.2 All reports, documents and information provided by the Pledgors and the Company to the Pledgee prior to the date of this Agreement with respect to the Pledgors, the Pledged Equities and all matters required by this Agreement are true and correct in all material respects as of the date of this Agreement. 7.3 All reports, documents and information provided by the Pledgors and the Company to the Pledgee after the date of this Agreement with respect to the Pledgors, the Pledged Equities and all matters required by this Agreement are true and valid in all material respects as of the date of such provision. 7.4 As of the date of this Agreement, the Pledgors are the lawful owners of the Pledged Equities free from any existing dispute in relation to the ownership thereof. The Pledgors have the right to dispose of the Pledged Equities or any part thereof. 7.5 Other than the security interests created on the Pledged Equities under this Agreement and the rights created under the Transaction Agreements, the Pledged Equities is free from any other security interests or third party rights and interests and any other restrictions. The Pledgors have not transferred or otherwise disposed of any Pledged Equities. 7.6 The Pledged Equities can be lawfully pledged and transferred, and the Pledgors have full rights and power to pledge the Pledged Equities to the Pledgee in accordance with the terms of this Agreement. 7.7 Any consents, permissions, waivers or authorizations by any third party or any approvals, licenses or exemptions by or any registration (except for the registration under Section 2.3) or filing formalities with any governmental body (if required by laws), required for the execution and performance of this Agreement and the equity pledge under this Agreement, have been obtained or effected and will remain in full force during the term of this Agreement. 7.8 The Pledgors and the Company have full power and authority to execute, deliver and perform this Agreement and all other documents to be executed by them/it in connection with the transactions contemplated in this Agreement as well as full power and authority to consummate the transactions contemplated in this Agreement. The execution and performance of this Agreement by the Pledgors and the Company do not violate or conflict with any law applicable to the Pledgors and/or the Company in effect, any agreement to which the Pledgors and/or the Company are a party or by which their assets are bound, any court judgment, any arbitral award, or any decision of any administrative authority. This Agreement is lawfully and duly executed and delivered by the Pledgors and the Company. This Agreement constitutes lawful and binding obligations of the Pledgors and the Company enforceable against them in accordance with the terms of this Agreement. 7.9 The pledge under this Agreement constitutes a first ranking security interest on the Pledged Equities. 7.10 All taxes and fees payable in connection with obtaining the Pledged Equities have been paid in full by the Pledgors and/or the Company. 7.11 There are no pending, or to the knowledge of the Pledgors or the Company threatened suits, arbitrations, or other legal proceedings or claims before any court or arbitral tribunal, or administrative proceedings, or other legal proceedings or claims before any governmental body or administrative authority against the Pledged Equities, the Pledgors or their properties, the Company or its assets, which will have a material or adverse effect on the economic conditions of the Pledgors or the Company or the Pledgors’ ability to perform their obligations and security liability under this Agreement. 7.12 The Pledgors and the Company hereby warrant to the Pledgee that the representations and warranties made under this Article 7 will remain true and correct and will be fully complied with under all circumstances prior to the full performance of the Contractual Obligations or the full repayment of the Secured Indebtedness.

Representations and Warranties of the Pledgors and the Company. The Pledgors and the Company hereby represent and warrant to the Pledgee that: 7.1 They are natural persons with full civil capacity or a limited liability company lawfully incorporated and existing; they have full and independent legal status and legal capacity and the capacity to execute, deliver and perform this Agreement, and have been duly authorized to execute, deliver and perform this Agreement, and may act as an independent party to any lawsuit. 7.2 All reports, documents and information provided by the Pledgors and the Company to the Pledgee prior to the date of this Agreement with respect to the Pledgors, the Pledged Equities and all matters required by this Agreement are true and correct in all material respects as of the date of this Agreement. 7.3 All reports, documents and information provided by the Pledgors and the Company to the Pledgee after the date of this Agreement with respect to the Pledgors, the Pledged Equities and all matters required by this Agreement are true and valid in all material respects as of the date of such provision. 7.4 As of the date of this Agreement, the Pledgors are the lawful owners of the Pledged Equities free from any existing dispute in relation to the ownership thereof. The Pledgors have the right to dispose of the Pledged Equities or any part thereof. 7.5 Other than the security interests created on the Pledged Equities under this Agreement and the rights created under the Transaction Agreements, the Pledged Equities is free from any other security interests or third party rights and interests and any other restrictions. The Pledgors have not transferred or otherwise disposed of any Pledged Equities. 7.6 The Pledged Equities can be lawfully pledged and transferred, and the Pledgors have full rights and power to pledge the Pledged Equities to the Pledgee in accordance with the terms of this Agreement. 7.7 Any consents, permissions, waivers or authorizations by any third party or any approvals, licenses or exemptions by or any registration (except for the registration under Section 2.3) or filing formalities with any governmental body (if required by laws), required for the execution and performance of this Agreement and the equity pledge under this Agreement, have been obtained or effected and will remain in full force during the term of this Agreement. 7.8 The Pledgors and the Company have full power and authority to execute, deliver and perform this Agreement and all other documents to be executed by them/it in connection with the transactions contemplated in this Agreement as well as full power and authority to consummate the transactions contemplated in this Agreement. The execution and performance of this Agreement by the Pledgors and the Company do not violate or conflict with any law applicable to the Pledgors and/or the Company in effect, any agreement to which the Pledgors and/or the Company are a party or by which their assets are bound, any court judgment, any arbitral award, or any decision of any administrative authority. This Agreement is lawfully and duly executed and delivered by the Pledgors and the Company. This Agreement constitutes lawful and binding obligations of the Pledgors and the Company Company, enforceable against them in accordance with the terms of this Agreement. 7.9 The pledge under this Agreement constitutes a first ranking security interest on the Pledged Equities. 7.10 All taxes and fees payable in connection with obtaining the Pledged Equities have been paid in full by the Pledgors and/or the Company. 7.11 There are no pendingpending or, or to the knowledge of the Pledgors or the Company Company, threatened suits, arbitrations, or other legal proceedings or claims before any court or arbitral tribunal, or administrative proceedings, or other legal proceedings or claims before any governmental body or administrative authority against the Pledged Equities, the Pledgors or their properties, the Company or its assets, which will have a material or adverse effect on the economic conditions of the Pledgors or the Company or the Pledgors’ ability to perform their obligations and security liability under this Agreement. 7.12 The Pledgors and the Company hereby warrant to the Pledgee that the representations and warranties made under this Article 7 will remain true and correct and will be fully complied with under all circumstances prior to the until full performance of the Contractual Obligations or the full repayment of the Secured Indebtedness.

Representations and Warranties of the Pledgors and the Company. The 7.1 Each of the Pledgors and the Company hereby jointly and severally represent and warrant to the Pledgee thatas follows: 7.1 They (1) If they are natural persons with full civil capacity Chinese citizens or a limited liability company lawfully incorporated and existing; companies, they have full capacity for civil conduct and civil rights, have independent legal status and legal capacity and the capacity to executestatus, deliver and perform this Agreement, and have been are duly authorized to execute, deliver and perform this Agreement, the Agreement and may act as an independent party the subject of litigation independently. If they are other organizations, they are duly authorized to any lawsuitexecute, deliver and perform the Agreement and may act as the subject of litigation independently. 7.2 (2) All reports, documents and information concerning the Pledgors, the Pledged Equity and all matters as required by the Agreement which are provided by the Pledgors and the Company to the Pledgee prior to before the date of this Agreement with respect to the Pledgors, the Pledged Equities and all matters required by this Agreement comes into effect are true and correct in all material respects as of aspects at the date of this Agreementtime when the Agreement comes into effect. 7.3 (3) All reports, documents and information concerning the Pledgors, the Pledged Equity and all matters as required by the Agreement which are provided by the Pledgors and the Company to the Pledgee after the date of this Agreement with respect to the Pledgors, the Pledged Equities and all matters required by this Agreement comes into effect are true and valid correct in all material respects as of aspects at the date of such provisiontime when they are provided. 7.4 As of (4) At the date of this Agreementtime when the Agreement comes into effect, the Pledgors are the lawful legal owners of the Pledged Equities free from Equity, without any existing dispute in relation to concerning the ownership thereofof the Pledged Equity. The Pledgors have the right to dispose of the Pledged Equities Equity or any part thereof. 7.5 Other than (5) Except for the security interests created rights on the Pledged Equities under this Agreement and Equity hereunder, the rights created set under the Transaction AgreementsAgreements and those disclosed in writing by the Pledgers to the Pledgee, there is no other security rights, third party interest or any other restrictions set on the Pledged Equities is free from any other security interests or third party rights and interests and any other restrictionsEquity. The Pledgors have not transferred or otherwise disposed of any Pledged EquitiesEquity otherwise. 7.6 (6) The Pledged Equities can be lawfully Equity is capable of being pledged and transferredor transferred according to the laws, and the Pledgors have the full rights right and power to pledge the Pledged Equities Equity to the Pledgee according to the Agreement. (7) This Agreement constitutes the legal, valid and binding obligations on the Pledgors and the Company when it is duly executed by the Pledgors and the Company. (8) Except for the right of first refusal with the same conditions and other rights enjoyed by shareholders of the Company in accordance with the terms law and the Articles of this Agreement. 7.7 Any consentsAssociation, permissionsany consent, waivers permission, waiver or authorizations authorization by any third party person, or any approvalsapproval, licenses permission or exemptions exemption by any government authority, or any registration (except for the registration under Section 2.3registrations required by Article 2.2) or filing formalities with any governmental body (if required by laws), required for ) with any government authority to be obtained in respect of the execution and performance of this Agreement hereof and the equity pledge under this AgreementEquity Pledge hereunder have already been handled or obtained, have been obtained or effected and will remain in full force be fully effective during the valid term of this the Agreement. 7.8 The Pledgors and the Company have full power and authority to execute, deliver and perform this Agreement and all other documents to be executed by them/it in connection with the transactions contemplated in this Agreement as well as full power and authority to consummate the transactions contemplated in this Agreement. (9) The execution and performance of this the Agreement by the Pledgors and the Company do are not violate in violation of or conflict with any law laws in force applicable to the Pledgors and/or the Company in effectthem, any agreement to which the Pledgors and/or the Company they are a party or by which has binding effect on their assets are boundassets, any court judgment, any arbitral arbitration award, or any decision of any administrative authority. This Agreement is lawfully and duly executed and delivered by the Pledgors and the Company. This Agreement constitutes lawful and binding obligations of the Pledgors and the Company enforceable against them in accordance with the terms of this Agreementauthorities. 7.9 (10) The pledge under this Agreement hereunder constitutes a the security rights of first ranking security interest order in priority on the Pledged EquitiesEquity. 7.10 (11) All taxes and fees payable in connection with obtaining acquisition of the Pledged Equities Equity have already been paid in full by the Pledgors and/or the Company. 7.11 (12) There are is no pendingpending or, or to the knowledge of the Pledgors or the Company Company, threatened suitslitigation, arbitrations, or other legal proceedings or claims before demand by any court or any arbitral tribunaltribunal against the Pledged Equity, the Pledgors or their property, or the Company or its assets, nor is there any pending or, to the knowledge of the Pledgors or the Company, threatened administrative proceedingsprocedures, or other legal proceedings or claims before demand by any governmental body government authority or any administrative authority against the Pledged EquitiesEquity, the Pledgors or their propertiesproperty, or the Company or its assets, which will have a is of material or adverse detrimental effect on the economic conditions status of the Pledgors or the Company or the Pledgors’ ability capability to perform their the obligations hereunder and security liability under this Agreementthe Guaranteed Liabilities. 7.12 (13) The Pledgors and the Company hereby warrant to the Pledgee that the above representations and warranties made under this Article 7 will remain true and correct at the time of execution of the Agreement, and will be fully complied with under all circumstances prior to the full performance of the Contractual Obligations or the full repayment of the Secured Indebtednesswith.

Representations and Warranties of the Pledgors and the Company. The Pledgors and the Company hereby represent and warrant to the Pledgee that: 7.1 They are natural persons with full civil capacity or a limited liability company lawfully incorporated and existing; they have full and independent legal status and legal capacity and the capacity to execute, deliver and perform this Agreement, and have been duly authorized to execute, deliver and perform this Agreement, and may act as an independent party to any lawsuit. 7.2 All reports, documents and information provided by the Pledgors and the Company to the Pledgee prior to the date of this Agreement with respect to the Pledgors, the Pledged Equities and all matters required by this Agreement are true and correct in all material respects as of the date of this Agreement. 7.3 All reports, documents and information provided by the Pledgors and the Company to the Pledgee after the date of this Agreement with respect to the Pledgors, the Pledged Equities and all matters required by this Agreement are true and valid in all material respects as of the date of such provision. 7.4 As of the date of this Agreement, the Pledgors are the lawful owners of the Pledged Equities free from any existing dispute in relation to the ownership thereof. The Pledgors have the right to dispose of the Pledged Equities or any part thereof. 7.5 Other than the security interests created on the Pledged Equities under this Agreement and the rights created under the Transaction Agreements, the Pledged Equities is free from any other security interests or third party rights and interests and any other restrictions. The Pledgors have not transferred or otherwise disposed of any Pledged Equities. 7.6 The Pledged Equities can be lawfully pledged and transferred, and the Pledgors have full rights and power to pledge the Pledged Equities to the Pledgee in accordance with the terms of this Agreement. 7.7 Any consents, permissions, waivers or authorizations by any third party or any approvals, licenses or exemptions by or any registration (except for the registration under Section 2.3) or filing formalities with any governmental body (if required by laws), required for the execution and performance of this Agreement and the equity pledge under this Agreement, have been obtained or effected and will remain in full force during the term of this Agreement. 7.8 The Pledgors and the Company have full power and authority to execute, deliver and perform this Agreement and all other documents to be executed by them/it in connection with the transactions contemplated in this Agreement as well as full power and authority to consummate the transactions contemplated in this Agreement. The execution and performance of this Agreement by the Pledgors and the Company do not violate or conflict with any law applicable to the Pledgors and/or the Company in effect, any agreement to which the Pledgors and/or the Company are a party or by which their assets are bound, any court judgment, any arbitral award, or any decision of any administrative authority. This Agreement is lawfully and duly executed and delivered by the Pledgors and the Company. This Agreement constitutes lawful and binding obligations of the Pledgors and the Company enforceable against them in accordance with the terms of this Agreement. 7.9 The pledge under this Agreement constitutes a first ranking security interest on the Pledged Equities. 7.10 All taxes and fees payable in connection with obtaining the Pledged Equities have been paid in full by the Pledgors and/or the Company. 7.11 There are no pending, or to the knowledge of the Pledgors or the Company threatened suits, arbitrations, or other legal proceedings or claims before any court or arbitral tribunal, or administrative proceedings, or other legal proceedings or claims before any governmental body or administrative authority against the Pledged Equities, the Pledgors or their properties, the Company or its assets, which will have a material or adverse effect on the economic conditions condition of the Pledgors or the Company or the Pledgors’ ability to perform their obligations and security liability under this Agreement. 7.12 The Pledgors and the Company hereby warrant to the Pledgee that the representations and warranties made under this Article 7 will remain true and correct and will be fully complied with under all circumstances prior to the full performance of the Contractual Obligations or the full repayment of the Secured Indebtedness.

Representations and Warranties of the Pledgors and the Company. The 7.1 Each of the Pledgors and the Company hereby jointly and severally represent and warrant to the Pledgee thatas follows: 7.1 They (1) If they are natural persons with full civil capacity or a limited liability company lawfully incorporated and existing; companies, they have full and independent legal status and legal capacity and the capacity to executestatus, deliver and perform this Agreement, and have been are duly authorized to execute, deliver and perform this Agreement, the Agreement and may act as an independent party the subject of litigation independently. If they are other organizations, they are duly authorized to any lawsuitexecute, deliver and perform the Agreement and may act as the subject of litigation independently. 7.2 (2) All reports, documents and information concerning the Pledgors, the Pledged Equity and all matters as required by the Agreement which are provided by the Pledgors and the Company to the Pledgee prior to before the date of this Agreement with respect to the Pledgors, the Pledged Equities and all matters required by this Agreement comes into effect are true and correct in all material respects as of aspects at the date of this Agreementtime when the Agreement comes into effect. 7.3 (3) All reports, documents and information concerning the Pledgors, the Pledged Equity and all matters as required by the Agreement which are provided by the Pledgors and the Company to the Pledgee after the date of this Agreement with respect to the Pledgors, the Pledged Equities and all matters required by this Agreement comes into effect are true and valid correct in all material respects as of aspects at the date of such provisiontime when they are provided. 7.4 As of (4) At the date of this Agreementtime when the Agreement comes into effect, the Pledgors are the lawful legal owners of the Pledged Equities free from Equity, without any existing dispute in relation to concerning the ownership thereofof the Pledged Equity. The Pledgors have the right to dispose of the Pledged Equities Equity or any part thereof. 7.5 Other than (5) Except for the security interests created rights on the Pledged Equities under this Agreement and Equity hereunder, the rights created set under the Transaction AgreementsAgreements and those disclosed in writing by the Pledgers to the Pledgee, there is no other security rights, third party interest or any other restrictions set on the Pledged Equities is free from any other security interests or third party rights and interests and any other restrictionsEquity. The Pledgors have not transferred or otherwise disposed of any Pledged EquitiesEquity otherwise. 7.6 (6) The Pledged Equities can be lawfully Equity is capable of being pledged and transferredor transferred according to the laws, and the Pledgors have the full rights right and power to pledge the Pledged Equities Equity to the Pledgee according to the Agreement. (7) The Agreement constitutes the legal, valid and binding obligations on the Pledgors and the Company when it is duly executed by the Pledgors and the Company. (8) Except for the right of first refusal with the same conditions and other rights enjoyed by shareholders of the Company in accordance with the terms law and the Articles of this Agreement. 7.7 Any consentsAssociation, permissionsany consent, waivers permission, waiver or authorizations authorization by any third party person, or any approvalsapproval, licenses permission or exemptions exemption by any government authority, or any registration (except for the registration under Section 2.3registrations required by Article 2.2) or filing formalities with any governmental body (if required by laws), required for ) with any government authority to be obtained in respect of the execution and performance of this Agreement hereof and the equity pledge under this AgreementEquity Pledge hereunder have already been handled or obtained, have been obtained or effected and will remain in full force be fully effective during the valid term of this the Agreement. 7.8 The Pledgors and the Company have full power and authority to execute, deliver and perform this Agreement and all other documents to be executed by them/it in connection with the transactions contemplated in this Agreement as well as full power and authority to consummate the transactions contemplated in this Agreement. (9) The execution and performance of this the Agreement by the Pledgors and the Company do are not violate in violation of or conflict with any law laws in force applicable to the Pledgors and/or the Company in effectthem, any agreement to which the Pledgors and/or the Company they are a party or by which has binding effect on their assets are boundassets, any court judgment, any arbitral arbitration award, or any decision of any administrative authority. This Agreement is lawfully and duly executed and delivered by the Pledgors and the Company. This Agreement constitutes lawful and binding obligations of the Pledgors and the Company enforceable against them in accordance with the terms of this Agreementauthorities. 7.9 (10) The pledge under this Agreement hereunder constitutes a the security rights of first ranking security interest order in priority on the Pledged EquitiesEquity. 7.10 (11) All taxes and fees payable in connection with obtaining acquisition of the Pledged Equities Equity have already been paid in full by the Pledgors and/or the Company. 7.11 (12) There are is no pendingpending or, or to the knowledge of the Pledgors or the Company Company, threatened suitslitigation, arbitrations, or other legal proceedings or claims before demand by any court or any arbitral tribunaltribunal against the Pledged Equity, the Pledgors or their property, or the Company or its assets, nor is there any pending or, to the knowledge of the Pledgors or the Company, threatened administrative proceedingsprocedures, or other legal proceedings or claims before demand by any governmental body government authority or any administrative authority against the Pledged EquitiesEquity, the Pledgors or their propertiesproperty, or the Company or its assets, which will have a is of material or adverse detrimental effect on the economic conditions status of the Pledgors or the Company or the Pledgors’ ability capability to perform their the obligations hereunder and security liability under this Agreementthe Guaranteed Liabilities. 7.12 (13) The Pledgors and the Company hereby warrant to the Pledgee that the above representations and warranties made under this Article 7 will remain true and correct at the time of execution of the Agreement, and will be fully complied with under all circumstances prior to the full performance of the Contractual Obligations or the full repayment of the Secured Indebtednesswith.