Common use of Representations, Warranties and Covenants of the Transferor Clause in Contracts

Representations, Warranties and Covenants of the Transferor. 6.1 The Transferor is an enterprise the title of which is vested with the whole people and which was incorporated and validly subsisting under the PRC laws. The Transferor owns the Target Equity and has the right to transfer the Target Equity in accordance with this Agreement. 6.2 The Transferor guarantees that it has not established, directly or indirectly, any pledge, third party interest or other restrictions upon the Target Equity. 6.3 The execution and performance of this Agreement by the Transferor do not violate any contracts or agreements which are legally binding upon it. 6.4 The execution and performance of this Agreement by the Transferor do not violate any applicable laws or regulations, or the Transferor’s articles of association or other constitutional documents. 6.5 The Transferor undertakes to actively cooperate actively, and procure its Affiliated Entities to cooperate with the Transferee to complete any and all legal or administrative procedures in connection with the Transfer hereunder, including without limitation, amendments to the registration with the competent industrial and commercial authorities and amendments. 6.6 The Transferor hereby makes the following representations, warranties and covenants in connection with the Target Companies as set out in Article 2.1 hereof: (a) The Target Companies are incorporated and validly subsisting under the PRC laws and has independent corporate capacity; (b) The Target Companies are not in violation of any prevailing P.R.C. laws, regulations and regulatory documents, and have not received any decision on administrative penalties or judgment or ruling from any court or arbitral body, which may have material effect on its production and operation; (c) The Target Companies are not exposed to any current or potential material litigations, claims, arbitration, administrative proceedings or other legal proceedings and do not have any contingent liabilities in any other form. The Target Companies have paid in full all the taxes due on or prior to the execution of this Agreement, and guarantees to pay in full all the taxes due as from the execution of this Agreement to the Completion of the transaction hereunder; (d) All the financial and operating information in connection with the execution of this Agreement furnished by the Transferor and the Target Companies are true, accurate and complete; (e) The Transferor has paid the contribution it subscribed for in connection with the Target Companies.

Representations, Warranties and Covenants of the Transferor. 6.1 8.1 The Transferor is an enterprise the title of which is vested with the whole people and which was incorporated and validly subsisting under the PRC P.R.C. laws. The Transferor owns and its Affiliated Entities legally own the Target Equity Assets and has the right to transfer the Target Equity in accordance with this Agreement. 6.2 The Transferor guarantees that it has have not established, directly or indirectly, any pledge, third party interest or other restrictions upon thereupon. The Transferor has the right to transfer the Target EquityAssets in accordance with this Agreement. 6.3 8.2 The Transferor shall obtain approval and filing by the SASAC on the assets valuation report submitted and complete the legal procedures on transfer of state-owned property rights in accordance with The Interim Administrative Measures on the Transfer of State-owned Property Rights and the applicable laws and regulations on state-owned assets management. In addition, the Transferor shall make all reasonable efforts to obtain from the SASAC its approval on the Transfer of the Target Assets and waiver on the on-exchange transactions thereof as soon as practical. 8.3 The execution and performance of this Agreement by the Transferor do not violate any contracts or agreements which are legally binding upon it. 6.4 8.4 The execution and performance of this Agreement by the Transferor do not violate any applicable laws or regulations, or the Transferor’s articles of association or other constitutional documents. 6.5 8.5 The Transferor undertakes to actively cooperate actively, and procure its Affiliated Entities to cooperate with the Transferee to complete any and all legal or administrative procedures in connection with the Transfer hereunder, including without limitation, amendments to the registration with the competent industrial and commercial authorities and amendmentsamendments to the title of the immovable property rights. 6.6 8.6 The Transferor hereby makes the following representations, warranties and covenants in connection with the Target Companies Entities as set out in Article 2.1 hereof: (a) The Target Companies Entities are incorporated and validly subsisting under the PRC P.R.C. laws and has independent corporate capacity; (b) The Target Companies Entities are not in violation of any prevailing P.R.C. laws, regulations and regulatory documents, and have not received any decision on administrative penalties or judgment or ruling from any court or arbitral body, which may have material effect on its production and operation; (c) The Target Companies Entities are not exposed to any current or potential material litigations, claims, arbitration, administrative proceedings or other legal proceedings and do not have any contingent liabilities in any other form. The Target Companies Entities have paid in full all the taxes due on or prior to the execution of this Agreement, and guarantees to pay in full all the taxes due as from the execution of this Agreement to the Completion of the transaction hereunder; (d) All the financial and operating information in connection with the execution of this Agreement furnished by the Transferor and the Target Companies Entities are true, accurate and complete; (e) Save as disclosed to the Transferee, the Target Entities have legal title and utilization rights to their respective assets and the relevant certificates and documents are complete and good; besides, no guarantee, encumbrance in any other form or any third party interest has been established upon the above title and utilization rights; (f) The Transferor has paid undertakes to take the contribution it subscribed for in connection necessary measures to cooperate with the Target CompaniesEntities and/or the Transferee for obtaining the permits, licenses and property title certificates required for the normal construction, operation and production of the above companies, including without limitation, the business permits, land use rights certificates and houses title certificates required for the operation of refined oil products.

Representations, Warranties and Covenants of the Transferor. 6.1 7.1 The Transferor is an enterprise the title of which is vested with the whole people and which was incorporated a limited liability company duly established and validly subsisting existing under the PRC lawslaws of the PRC. The Transferor legally owns the Target Equity Subject Interest and has the right to transfer the Target Equity Subject Interest to the Transferee in accordance with this Agreement. 6.2 7.2 The Transferor guarantees warrants that it has not establishednot, whether directly or indirectly, created any pledge, third party interest or any other restrictions upon restriction of right on the Target EquitySubject Interest. 6.3 7.3 The execution and performance of this Agreement by the Transferor do not violate any contracts or agreements to which are the Transferor is legally binding upon itbound by. 6.4 7.4 The execution and performance of this Agreement by the Transferor do does not violate any applicable laws or regulations, or the Transferor’s articles of association or other constitutional documentsdocuments of the Transferor. 6.5 7.5 The Transferor undertakes to actively cooperate activelymake efforts to cooperate, and procure its Affiliated Entities cause the Target Company to cooperate with the Transferee to complete in the completion of any and all legal or administrative procedures in connection with the Transfer hereunder, including without limitation, amendments to the registration with the competent industrial and commercial authorities and amendmentsregistration of the relevant changes. 6.6 7.6 The Transferor hereby makes the following representations, warranties and covenants in connection to the Transferee with respect to the Target Companies as set out in Article 2.1 hereofCompany: (a1) The Target Companies are incorporated Company is duly established and validly subsisting existing as an independent legal person under the PRC laws and has independent corporate capacityof the PRC; (b2) The Target Companies are Company is not in violation of any prevailing P.R.C. currently effective PRC laws, regulations and regulatory documentsor rules, and have not received any decision on has duly completed the procedures for the registration, annual review or annual audit of all the relevant permits, licenses and approvals as required by competent governmental authorities, including without limitation, competent industrial and commercial administrative penalties or judgment or ruling from any court or arbitral bodyauthorities, which may have material effect on its production tax authorities, and operationcustoms authorities; (c3) Except as disclosed to the Transferee, the Target Company has the legal ownership and use right to its assets as evidenced by all the necessary certificates and instruments without any flaw, free from any security interest or any other encumbrance or third party interest; (4) The Target Companies are Company does not exposed to have any current or potential material litigations, claims, arbitration, administrative proceedings or other legal proceedings and do not have proceedings, whether pending or threatening, or any contingent liabilities in any other form. The Target Companies have Company has paid in full all the taxes due on and payable or prior to the execution of this Agreementdate hereof, and guarantees to shall guarantee that it shall pay in full all the taxes due as and payable from the execution of this Agreement date hereof to the Completion of the transaction hereunderClosing Date; (d5) From the date hereof to the Closing Date, the Target Company shall not declare or pay in any form any dividends, bonuses or distributions to any of its shareholders or any other person; -5- (6) All the financial and operating operational information in connection with relating to the execution of this Agreement Target Company furnished by the Transferor and the Target Companies Company are true, accurate and complete;; and (e7) The Transferor has fully paid up the capital contribution it to the Target Company subscribed for in connection with the Target Companiesby it.

Representations, Warranties and Covenants of the Transferor. 6.1 7.1 The Transferor is an enterprise the title of which is vested with the whole people and which was incorporated a limited liability company duly established and validly subsisting existing under the PRC lawslaws of the PRC. The Transferor legally owns the Target Equity Subject Interest and has the right to transfer the Target Equity Subject Interest to the Transferee in accordance with this Agreement. 6.2 7.2 The Transferor guarantees warrants that it has not establishednot, whether directly or indirectly, created any pledge, third party interest or any other restrictions upon restriction of right on the Target EquitySubject Interest. 6.3 7.3 The execution and performance of this Agreement by the Transferordo not violate any contracts or agreements to which the Transferor is legally bound by. 7.4 The execution and performance of this Agreement by the Transferor do not violate any contracts or agreements which are legally binding upon it. 6.4 The execution and performance of this Agreement by the Transferor do does not violate any applicable laws or regulations, or the Transferor’s articles of association or other constitutional documentsdocuments of the Transferor. 6.5 7.5 The Transferor undertakes to actively cooperate activelymake efforts to cooperate, and procure its Affiliated Entities cause the Target Company to cooperate with the Transferee to complete in the completion of any and all legal or administrative procedures in connection with the Transfer hereunder, including without limitation, amendments to the registration with the competent industrial and commercial authorities and amendmentsregistration of the relevant changes. 6.6 7.6 The Transferor hereby makes the following representations, warranties and covenants in connection to the Transferee with respect to the Target Companies as set out in Article 2.1 hereofCompany: (a1) The Target Companies are incorporated Company is duly established and validly subsisting existing as an independent legal person under the PRC laws and has independent corporate capacityof the PRC; (b2) The Target Companies are Company is not in violation of any prevailing P.R.C. currently effective PRC laws, regulations and regulatory documentsor rules, and have not received any decision on has duly completed the procedures for the registration, annual review or annual audit of all the relevant permits, licenses and approvals as required by competent governmental authorities, including without limitation, competent industrial and commercial administrative penalties or judgment or ruling from any court or arbitral bodyauthorities, which may have material effect on tax authorities, and customs authorities, and has obtained all the qualifications for the conduct of its production and operationbusiness; (c3) Except as disclosed to the Transferee, the Target Company has the legal ownership and use right to its assets as evidenced by all the necessary certificates and instruments without any flaw, free from any security interest or any other encumbrance or third party interest; (4) The Target Companies are Company does not exposed to have any current or potential material litigations, claims, arbitration, administrative proceedings or other legal proceedings and do not have proceedings, whether pending or threatening, or any contingent liabilities in any other form. The Target Companies have Company has paid in full all the taxes due on and payable or prior to the execution of this Agreementdate hereof, and guarantees to shall guarantee that it shall pay in full all the taxes due as and payable from the execution of this Agreement date hereof to the Completion Closing Date; Table of Contents (5) From the transaction hereunderdate hereof to the Closing Date, the Target Company shall not declare or pay in any form any dividends, bonuses or distributions to any of its shareholders or any other person; (d6) All the financial and operating operational information in connection with relating to the execution of this Agreement Target Company furnished by the Transferor and the Target Companies Company are true, accurate and complete;; and (e7) The Transferor has fully paid up the capital contribution it to the Target Company subscribed for in connection with the Target Companiesby it.

Representations, Warranties and Covenants of the Transferor. 6.1 The Transferor is an enterprise the title of which is vested with the whole people and which was incorporated and validly subsisting under the PRC laws. The Transferor owns the Target Equity and has the right to transfer the Target Equity in accordance with this Agreement. 6.2 The Transferor guarantees that it has not established, directly or indirectly, any pledge, third party interest or other restrictions upon the Target Equity. 6.3 The execution and performance of this Agreement by the Transferor do not violate any contracts or agreements which are legally binding upon it. 6.4 The execution and performance of this Agreement by the Transferor do not violate any applicable laws or regulations, or the Transferor’s articles of association or other constitutional documents. 6.5 The Transferor undertakes to actively cooperate actively, and procure its Affiliated Entities to cooperate with the Transferee to complete any and all legal or administrative procedures in connection with the Transfer hereunder, including without limitation, amendments to the registration with the competent industrial and commercial authorities and amendments. 6.6 The Transferor hereby makes the following representations, warranties and covenants in connection with the Target Companies Company as set out in Article 2.1 hereof: (a) The Target Companies Company are incorporated and validly subsisting under the PRC laws and has independent corporate capacity; (b) The Target Companies Company are not in violation of any prevailing P.R.C. PRC laws, regulations and regulatory documents, and have not received any decision on administrative penalties or judgment or ruling from any court or arbitral body, which may have material effect on its production and operation; (c) The Target Companies Company are not exposed to any current or potential material litigations, claims, arbitration, administrative proceedings or other legal proceedings and do not have any contingent liabilities in any other form. The Target Companies Company have paid in full all the taxes due on or prior to the execution of this Agreement, and guarantees to pay in full all the taxes due as from the execution of this Agreement to the Completion of the transaction hereunder; (d) All the financial and operating information in connection with the execution of this Agreement furnished by the Transferor and the Target Companies Company are true, accurate and complete; (e) The Transferor has paid the contribution it subscribed for in connection with the Target CompaniesCompany.