Common use of Representations and Warrants Clause in Contracts

Representations and Warrants. Party B and Party C hereby respectively and jointly represent and warrant to Party A on the date hereof and each day of transfer, that: 3.1 it has the power and capacity to execute and deliver this Agreement, as well as any other equity interests transfer contract, to which it is a party, and which is made for each transfer of Purchased Equity Interests in accordance with this Agreement (individually referred to as “Transfer Agreement”), and perform its obligations under this Agreement and the Transfer Agreement. Party B and Party C agree to enter into a respective Transfer Agreement containing the provisions same to this Agreement when Party A exercises the Equity Purchase Right. This Agreement and any Transfer Agreement to which it is a party, upon being executed, constitutes or will constitute its valid and binding obligation enforceable against it in accordance with the terms hereof; 3.2 its execution, delivery and performance of this Agreement or any Transfer Agreement will not (i) violate any applicable laws of the PRC; (ii) conflict with the articles of association and other organizational documents of Party C; (iii) breach any contract or document which is binding upon it, or to which it is a party; (iv) violate any permit or approval, or the conditions for maintaining its validity of such permit or approval, granted to any party; or (v) cause the suspension or withdrawal of, or impose any additional conditions on, the permit or approval granted to any party; 3.3 Party B owns good and salable ownership of the equity interests by it in Party C, and Party B has not created any security interest over such equity interests except for Party B’s Equity Pledge Agreement; 3.4 Party C owns good and salable ownership of all of its assets, and Party C has not created any security interest over such assets; 3.5 Party C does not have any outstanding liabilities, except for (i) those arising from the ordinary course of business; and (ii) those disclosed to Party A and approved by Party A in writing; 3.6 Party C has been complying with all applicable laws and regulations related to the acquisition of assets; and 3.7 there are no lawsuits, arbitrations or administrative proceedings pending or threatened with respect to the equity interests, Party C’s assets or Party C itself.

Representations and Warrants. Party B and Party C hereby respectively and jointly represent and warrant to Party A on the date hereof and each day of transfer, that: 3.1 it has the power and capacity to execute and deliver this Agreement, as well as any other equity interests transfer contract or assets transfer contract, to which it is a party, and which is made for each transfer of Purchased Equity Interests or Party C’s assets in accordance with this Agreement (individually referred to as “Transfer Agreement”), and perform its obligations under this Agreement and the Transfer Agreement. Party B and Party C agree to enter into a respective Transfer Agreement containing the provisions same to this Agreement when Party A exercises the Equity Purchase RightRight or the right to purchase assets. This Agreement and any Transfer Agreement to which it is a party, upon being executed, constitutes or will constitute its valid and binding obligation enforceable against it in accordance with the terms hereof; 3.2 Party B and Party C has obtained the consents and approvals from third party and governmental authorities for the execution, delivery and performance of this Agreement; 3.3 its execution, delivery and performance of this Agreement or any Transfer Agreement will not (i) violate any applicable laws of the PRC; (ii) conflict with the articles of association and other organizational documents of Party C; (iii) breach any contract or document which is binding upon it, or to which it is a party; (iv) violate any permit or approval, or the conditions for maintaining its validity of such permit or approval, granted to any party; or (v) cause the suspension or withdrawal of, or impose any additional conditions on, the permit or approval granted to any party; 3.3 3.4 Party B owns good and salable ownership of the equity interests by it in Party C, and Party B has not created any security interest over such equity interests except for Party B’s Equity Pledge AgreementAgreement and Party B’s Power of Attorney; 3.4 3.5 Party C is a validly existing limited liability company incorporated under the laws of China. Party C owns good and salable ownership of all of its assets, and Party C has not created any security interest over such assets; 3.5 Party C does not have any outstanding liabilities, except for (i) those arising from the ordinary course of business; and (ii) those disclosed to Party A and approved by Party A in writing; 3.6 Party C has been complying with all applicable laws and regulations related to the acquisition of assets; and 3.7 there are no lawsuits, arbitrations or administrative proceedings pending or threatened with respect to the equity interests, Party C’s assets or Party C itself.

Representations and Warrants. Party B and Party C hereby respectively and jointly represent and warrant to Party A on the date hereof and each day of transfer, that: 3.1 it has the power and capacity to execute and deliver this Agreement, as well as any other equity interests transfer contract, to which it is a party, and which is made for each transfer of Purchased Equity Interests in accordance with this Agreement (individually referred to as “Transfer Agreement”), and perform its obligations under this Agreement and the Transfer Agreement. Party B and Party C agree to enter into a respective Transfer Agreement containing the provisions same to this Agreement when Party A exercises the Equity Purchase Right. This Agreement and any Transfer Agreement to which it is a party, upon being executed, constitutes or will constitute its valid and binding obligation enforceable against it in accordance with the terms hereof; 3.2 its execution, delivery and performance of this Agreement or any Transfer Agreement will not (i) violate any applicable laws of the PRC; (ii) conflict with the articles of association and other organizational documents of Party C; (iii) breach any contract Agreement or document which is binding upon it, or to which it is a party; (iv) violate any permit or approval, or the conditions for maintaining its validity of such permit or approval, granted to any party; or (v) cause the suspension or withdrawal of, or impose any additional conditions on, the permit or approval granted to any party; 3.3 Party B owns good and salable ownership of the equity interests by it in Party C, and Party B has not created any security interest over such equity interests except for Party B’s Equity Pledge Agreement; 3.4 Party C owns good and salable ownership of all of its assets, and Party C has not created any security interest over such assets; 3.5 Party C does not have any outstanding liabilities, except for (i) those arising from the ordinary course of business; and (ii) those disclosed to Party A and approved by Party A in writing; 3.6 Party C has been complying with all applicable laws and regulations related to the acquisition of assets; and 3.7 there are no lawsuits, arbitrations or administrative proceedings pending or threatened with respect to the equity interests, Party C’s assets or Party C itself.

Representations and Warrants. Party B and Party C hereby respectively and jointly represent and warrant to Party A on the date hereof and each day of transfer, that: 3.1 it has the power and capacity to execute and deliver this Agreement, as well as any other equity interests transfer contract, to which it is a party, and which is made for each transfer of Purchased Equity Interests in accordance with this Agreement (individually referred to as “Transfer Agreement”), and perform its obligations under this Agreement and the Transfer Agreement. Party B and Party C agree to enter into a respective Transfer Agreement containing the provisions same to this Agreement when Party A exercises the Equity Purchase Right. This Agreement and any Transfer Agreement to which it is a party, upon being executed, constitutes or will constitute its valid and binding obligation enforceable against it in accordance with the terms hereof; 3.2 its execution, delivery and performance of this Agreement or any Transfer Agreement will not (i) violate any applicable laws of the PRC; (ii) conflict with the articles of association and other organizational documents of Party C; (iii) breach any contract or document which is binding upon it, or to which it is a party; (iv) violate any permit or approval, or the conditions for maintaining its validity of such permit or approval, granted to any party; or (v) cause the suspension or withdrawal of, or impose any additional conditions on, the permit or approval granted to any party; 3.3 Party B owns good and salable ownership of the equity interests by it in Party C, and Party B has not created any security interest over such equity interests except for Party B’s Equity Pledge Agreement; 3.4 Party C owns good and salable ownership of all of its assets, and Party C has not created any security interest over such assets; 3.5 Party C does not have any outstanding liabilities, except for (i) those arising from the ordinary course of business; business and (ii) those disclosed to Party A and approved by Party A in writing; 3.6 Party C has been complying with all applicable laws and regulations related to the acquisition of assets; and 3.7 there are no lawsuits, arbitrations or administrative proceedings pending or threatened with respect to the equity interests, Party C’s assets or Party C itself.

Representations and Warrants. Party B and Party C hereby respectively and jointly represent and warrant to Party A on the date hereof and each day of transfer, that: 3.1 it has the power and capacity to execute and deliver this Agreement, as well as any other equity interests transfer contractcontracts, to which it is a party, and which is made for each transfer of Purchased Equity Interests in accordance with this Agreement (individually referred to as “Transfer Agreement”), and perform its obligations under this Agreement and the Transfer Agreement. Party B and Party C agree to enter into a respective Transfer Agreement containing the provisions same to this Agreement when Party A exercises the Equity Purchase Right. This Agreement and any Transfer Agreement to which it is a party, upon being executed, constitutes or will constitute its valid and binding obligation enforceable against it in accordance with the terms hereof; 3.2 its execution, delivery and performance of this Agreement or any Transfer Agreement will not (i) violate any applicable laws of the PRC; (ii) conflict with the articles of association and other organizational documents of Party C; (iii) breach any contract or document which is binding upon it, or to which it is a party; (iv) violate any permit or approval, or the conditions for maintaining its validity of such permit or approval, granted to any party; or (v) cause the suspension or withdrawal of, or impose any additional conditions on, the permit or approval granted to any party; 3.3 Party B owns good and salable ownership of the equity interests by it in Party C, and Party B has not created any security interest over such equity interests except for Party B’s Equity Pledge Agreement; 3.4 Party C owns good and salable ownership of all of its assets, and Party C has not created any security interest over such assets; 3.5 Party C does not have any outstanding liabilities, except for (i) those arising from the ordinary course of business; and (ii) those disclosed to Party A and approved by Party A in writing; 3.6 Party C has been complying with all applicable laws and regulations related to the acquisition of assets; and 3.7 there are no lawsuits, arbitrations or administrative proceedings pending or threatened with respect to the equity interests, Party C’s assets or Party C itself.