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

Representations, Warranties and Covenants of the Transferor. 7.1 The Transferor is a limited liability company duly established and validly existing under the laws of the PRC. The Transferor legally owns the Subject Interest and has the right to transfer the Subject Interest to the Transferee in accordance with this Agreement. 7.2 The Transferor warrants that it has not, whether directly or indirectly, created any pledge, third party interest or any other restriction of right on the Subject Interest. 7.3 The execution and performance of this Agreement by the Transferor do 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 does not violate any applicable laws or regulations, or the articles of association or other constitutional documents of the Transferor. 7.5 The Transferor undertakes to make efforts to cooperate, and cause the Target Company to cooperate with the Transferee in the completion of any and all legal or administrative procedures in connection with the Transfer hereunder, including without limitation, industrial and commercial registration of the relevant changes. 7.6 The Transferor hereby makes the following representations, warranties and covenants to the Transferee with respect to the Target Company: (1) The Target Company is duly established and validly existing as an independent legal person under the laws of the PRC; (2) The Target Company is not in violation of any currently effective PRC laws, regulations or rules, and 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 authorities, tax authorities, and customs authorities; (3) 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 Company does not have any material litigations, claims, arbitration, administrative proceedings or other legal proceedings, whether pending or threatening, or any contingent liabilities in any other form. The Target Company has paid in full all the taxes due and payable or prior to the date hereof, and shall guarantee that it shall pay in full all the taxes due and payable from the date hereof to the Closing Date; (5) 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 operational information relating to the Target Company furnished by the Transferor and the Target Company are true, accurate and complete; and (7) The Transferor has fully paid up the capital contribution to the Target Company subscribed for by it.

Representations, Warranties and Covenants of the Transferor. 7.1 6.1 The Transferor is a limited liability company duly established an enterprise the title of which is vested with the whole people and which was incorporated and validly existing subsisting under the laws of the PRCPRC laws. The Transferor legally owns the Subject Interest Target Equity and has the right to transfer the Subject Interest to the Transferee Target Equity in accordance with this Agreement. 7.2 6.2 The Transferor warrants guarantees that it has notnot established, whether directly or indirectly, created any pledge, third party interest or any other restriction of right on restrictions upon the Subject InterestTarget Equity. 7.3 6.3 The execution and performance of this Agreement by the Transferor do not violate any contracts or agreements to which the Transferor is are legally bound bybinding upon it. 7.4 6.4 The execution and performance of this Agreement by the Transferor does do not violate any applicable laws or regulations, or the Transferor’s articles of association or other constitutional documents of the Transferordocuments. 7.5 6.5 The Transferor undertakes to make efforts to cooperateactively cooperate actively, and cause the Target Company procure its Affiliated Entities to cooperate with the Transferee in the completion of 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 registration of the relevant changesauthorities and amendments. 7.6 6.6 The Transferor hereby makes the following representations, warranties and covenants to the Transferee in connection with respect to the Target CompanyCompanies as set out in Article 2.1 hereof: (1a) The Target Company is duly established Companies are incorporated and validly existing as an independent legal person subsisting under the PRC laws of the PRCand has independent corporate capacity; (2b) The Target Company is Companies are not in violation of any currently effective PRC prevailing P.R.C. laws, regulations or rulesand regulatory documents, and has duly completed the procedures for the registrationhave not received any decision on administrative penalties or judgment or ruling from any court or arbitral body, annual review or annual audit of all the relevant permits, licenses which may have material effect on its production and approvals as required by competent governmental authorities, including without limitation, competent industrial and commercial administrative authorities, tax authorities, and customs authoritiesoperation; (3) 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; (4c) The Target Company does Companies are not have exposed to any current or potential material litigations, claims, arbitration, administrative proceedings or other legal proceedings, whether pending or threatening, or proceedings and do not have any contingent liabilities in any other form. The Target Company has Companies have paid in full all the taxes due and payable on or prior to the date hereofexecution of this Agreement, and shall guarantee that it shall guarantees to pay in full all the taxes due and payable as from the date hereof execution of this Agreement to the Closing DateCompletion of the transaction hereunder; (5) 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- (6d) All the financial and operational operating information relating to in connection with the Target Company execution of this Agreement furnished by the Transferor and the Target Company Companies are true, accurate and complete; and; (7e) The Transferor has fully paid up the capital contribution to it subscribed for in connection with the Target Company subscribed for by itCompanies.

Representations, Warranties and Covenants of the Transferor. 7.1 6.1 The Transferor is a limited liability company duly established an enterprise the title of which is vested with the whole people and which was incorporated and validly existing subsisting under the laws of the PRCPRC laws. The Transferor legally owns the Subject Interest Target Equity and has the right to transfer the Subject Interest to the Transferee Target Equity in accordance with this Agreement. 7.2 6.2 The Transferor warrants guarantees that it has notnot established, whether directly or indirectly, created any pledge, third party interest or any other restriction of right on restrictions upon the Subject InterestTarget Equity. 7.3 6.3 The execution and performance of this Agreement by the Transferor do not violate any contracts or agreements to which the Transferor is are legally bound bybinding upon it. 7.4 6.4 The execution and performance of this Agreement by the Transferor does do not violate any applicable laws or regulations, or the Transferor’s articles of association or other constitutional documents of the Transferordocuments. 7.5 6.5 The Transferor undertakes to make efforts to cooperateactively cooperate actively, and cause the Target Company procure its Affiliated Entities to cooperate with the Transferee in the completion of 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 registration of the relevant changesauthorities and amendments. 7.6 6.6 The Transferor hereby makes the following representations, warranties and covenants to the Transferee in connection with respect to the Target CompanyCompany as set out in Article 2.1 hereof: (1a) The Target Company is duly established are incorporated and validly existing as an independent legal person subsisting under the PRC laws of the PRCand has independent corporate capacity; (2b) The Target Company is are not in violation of any currently effective prevailing PRC laws, regulations or rulesand regulatory documents, and has duly completed the procedures for the registrationhave not received any decision on administrative penalties or judgment or ruling from any court or arbitral body, annual review or annual audit of all the relevant permits, licenses which may have material effect on its production and approvals as required by competent governmental authorities, including without limitation, competent industrial and commercial administrative authorities, tax authorities, and customs authoritiesoperation; (3) 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; (4c) The Target Company does are not have exposed to any current or potential material litigations, claims, arbitration, administrative proceedings or other legal proceedings, whether pending or threatening, or proceedings and do not have any contingent liabilities in any other form. The Target Company has have paid in full all the taxes due and payable on or prior to the date hereofexecution of this Agreement, and shall guarantee that it shall guarantees to pay in full all the taxes due and payable as from the date hereof execution of this Agreement to the Closing DateCompletion of the transaction hereunder; (5) 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- (6d) All the financial and operational operating information relating to in connection with the Target Company execution of this Agreement furnished by the Transferor and the Target Company are true, accurate and complete; and; (7e) The Transferor has fully paid up the capital contribution to it subscribed for in connection with the Target Company subscribed for by itCompany.

Representations, Warranties and Covenants of the Transferor. 7.1 The Transferor is a limited liability company duly established and validly existing under the laws of the PRC. The Transferor legally owns the Subject Interest and has the right to transfer the Subject Interest to the Transferee in accordance with this Agreement. 7.2 The Transferor warrants that it has not, whether directly or indirectly, created any pledge, third party interest or any other restriction of right on the Subject Interest. 7.3 The execution and performance of this Agreement by the Transferor do 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 does not violate any applicable laws or regulations, or the articles of association or other constitutional documents of the Transferor. 7.5 The Transferor undertakes to make efforts to cooperate, and cause the Target Company to cooperate with the Transferee in the completion of any and all legal or administrative procedures in connection with the Transfer hereunder, including without limitation, industrial and commercial registration of the relevant changes. 7.6 The Transferor hereby makes the following representations, warranties and covenants to the Transferee with respect to the Target Company: (1) The Target Company is duly established and validly existing as an independent legal person under the laws of the PRC; (2) The Target Company is not in violation of any currently effective PRC laws, regulations or rules, and 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 authorities, tax authorities, and customs authorities, and has obtained all the qualifications for the conduct of its business; (3) 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 Company does not have any material litigations, claims, arbitration, administrative proceedings or other legal proceedings, whether pending or threatening, or any contingent liabilities in any other form. The Target Company has paid in full all the taxes due and payable or prior to the date hereof, and shall guarantee that it shall pay in full all the taxes due and payable from the date hereof to the Closing Date; (5) 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 operational information relating to the Target Company furnished by the Transferor and the Target Company are true, accurate and complete; and (7) The Transferor has fully paid up the capital contribution to the Target Company subscribed for by it.

Representations, Warranties and Covenants of the Transferor. 7.1 The Transferor is a limited liability company duly established and validly existing under the laws of the PRC. The Transferor legally owns the Subject Interest and has the right to transfer the Subject Interest to the Transferee in accordance with this Agreement. 7.2 The Transferor warrants that it has not, whether directly or indirectly, created any pledge, third party interest or any other restriction of right on the Subject Interest. 7.3 The execution and performance of this Agreement by the Transferor do 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 does not violate any applicable laws or regulations, or the articles of association or other constitutional documents of the Transferor. 7.5 The Transferor undertakes to make efforts to cooperate, and cause the Target Company to cooperate with the Transferee in the completion of any and all legal or administrative procedures in connection with the Transfer hereunder, including without limitation, industrial and commercial registration of the relevant changes. 7.6 The Transferor hereby makes the following representations, warranties and covenants to the Transferee with respect to the Target Company: (1) The Target Company is duly established and validly existing as an independent legal person under the laws of the PRC; (2) The Target Company is not in violation of any currently effective PRC laws, regulations or rules, and 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 authorities, tax authorities, and customs authorities, and has obtained all the qualifications for the conduct of its business; (3) 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 Company does not have any material litigations, claims, arbitration, administrative proceedings or other legal proceedings, whether pending or threatening, or any contingent liabilities in any other form. The Target Company has paid in full all the taxes due and payable or prior to the date hereof, and shall guarantee that it shall pay in full all the taxes due and payable from the date hereof to the Closing Date;; Table of Contents (5) 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 operational information relating to the Target Company furnished by the Transferor and the Target Company are true, accurate and complete; and (7) The Transferor has fully paid up the capital contribution to the Target Company subscribed for by it.