Common use of Statements and Warranties Clause in Contracts

Statements and Warranties. 9.1 Xxxxxx Online shall state and warrant that: 9.1.1 It is an independent legal person incorporated and existing according to law; 9.1.2 It has the qualifications to exercise the cooperation hereunder, and its business scopes cover such cooperation, and it has independent and lawful disposal rights over such cooperation, including but not limited to the rights to operate the Xxxx-Xxxx and Xxxxxx Online websites; 9.1.3 Its authorized representative has been duly authorized to enter into this Agreement for and on behalf of it; 9.1.4 Its signature of this Agreement shall neither violate any legal documents binding upon it, nor infringe lawful rights of any third party, nor make the other Party assume any liabilities to any third party (unless otherwise specified in this Agreement); 9.1.5 This Agreement constitutes the effective, binding and enforceable legal obligations against it; 9.1.6 It is in strict compliance with relevant laws, regulations and policies of China; 9.2 Xxxxxx Games shall state and warrant that: 9.2.1 It is an independent legal person incorporated and existing according to law; 9.2.2 It has the qualifications to exercise the cooperation hereunder, and its business scopes cover such cooperation, and it has independent and lawful disposal rights over such cooperation, including but not limited to the rights to operate the Cooperation Products hereunder and Xxxxxx Games websites; 9.2.3 Its authorized representative has been duly authorized to enter into this Agreement for and on behalf of it; 9.2.4 Its signature of this Agreement shall neither violate any legal documents binding upon it, nor infringe lawful rights of any third party, nor make the other Party assume any liabilities to any third party (unless otherwise specified in this Agreement); 9.2.5 This Agreement constitutes the effective, binding and enforceable legal obligations against it; 9.2.6 It is in strict compliance with relevant laws, regulations and policies of China; 9.2.7 Xxxxxx Games owns legitimate intellectual rights and/or relevant authorizations in the Cooperation Products hereunder, which have not (will not) infringed the lawful rights and benefits of any third party.

Statements and Warranties. 9.1 Xxxxxx Online shall state 6.1 The parties to this agreement promise and warrant thatguarantee each other as follows on the signing date and closing date of this agreement: 9.1.1 6.1.1 Each party guarantees that it has complete legal qualification to sign this agreement and perform all obligations stipulated in this agreement. After signing this agreement, it is legal, effective, binding and enforceable for all parties, and all parties will implement this agreement in good faith; 6.1.2 The signing and performance of this agreement by each party does not violate any applicable laws, regulations, normative documents or the permission or approval of government agencies, nor does it violate any binding organization documents or any contracts or agreements signed with any third party (or has obtained the consent or approval of the third party or can coordinate matters); 6.1.3 After this agreement is signed by all parties, it constitutes a legal, effective and binding obligation for them; It will take all necessary actions to ensure the full implementation of the terms of this agreement and avoid any behavior inconsistent with the terms of this agreement; 6.1.4 Each party mutually guarantees that all materials provided to the other party for the purpose of this transaction and confirmed by each party are true and complete in major respects, and promises to keep confidential the business secrets of the other party, otherwise it will be liable for the related losses suffered by the other party; 6.1.5 The performance of this agreement by each party is an independent a commercial activity, and all the guarantees and commitments made under this agreement are continuous and irrevocable, and are not affected by any disputes, legal person incorporated procedures or other factors. The heirs and existing agents of each party to this agreement shall have continuous obligations and responsibilities for the guarantees and commitments made by each party to this agreement and the obligations to be performed according to lawthis agreement; 9.1.2 It has 6.1.6 From the qualifications to exercise date of signing the cooperation hereunderequity transfer agreement, Party A will become the shareholder of the target company, and its business scopes cover such cooperationthe voting rights, nomination rights, dividend distribution rights and surplus property distribution rights enjoyed by Party B and Party C based on this part of equity, as well as the rights and related obligations given to shareholders by other laws and articles of association, shall be enjoyed and undertaken by Party A. 6.1.7 Guarantee that in the process of performing this agreement, especially in meeting or realizing the preconditions, industrial and commercial changes and other delivery procedures, the parties should fully negotiate with each other, cooperate closely and actively support each other, and it provide all convenient conditions to facilitate the completion of this equity transaction. 6.2 Party A makes the following statements and guarantees to Party B: 6.2.1 Party A will handle or assist Party B to jointly handle matters related to the transfer of the subject equity in accordance with the law and this agreement. 6.2.2 Commit to pay equity transfer payment and start relevant cooperation procedures on time according to this agreement. 6.3 Party B makes the following statements and guarantees to Party A: 6.3.1 Party B has independent no false statement or misleading explanation in any material aspect in this agreement or other relevant agreements, certificates or other documents; 6.3.2 There is no undeclared (including declaration on behalf of the company) and lawful disposal paid (including withholding) enterprise income tax or other taxes payable in any equity transfer or equity structure change of the companies of Mingde Holding Group during the duration before the closing date; 6.3.3 Before the closing date, the companies of Mingde Holding Group have no other undisclosed or potential major violations of laws or regulations; 6.3.4 Before the closing date, there are no claims, labor disputes or other infringement or liability disputes put forward by any employees (including full-time employees and part-time employees who used to work, whether or not a written labor contract has been signed) of various companies of Mingde Holding Group, and those who work in various companies of Mingde Holding Group through labor dispatch and service outsourcing; 6.3.5 Before the closing date, there is no dispute with a third party caused by any actions or omissions of Party B or companies of Mingde Holding Group that have not been disclosed to Party A; 6.4 For the creditor’s rights over such cooperationand debts existing in the companies of Mingde Holding Group before the closing date, or any liability for breach of contract caused by operation and management, and the government punishment caused by improper operation, whether these debts, obligations and responsibilities are incurred before or after the closing date, they should be borne by the companies of Mingde Holding Group, and those involving Party B’s liability shall be borne by Party B. 6.5 All the responsibilities arising from the underpayment or unpaid social insurance and housing accumulation fund of employees of various companies of Mingde Holding Group shall be borne by Mingde Holding Group. 6.6 Party B further promises to Party A that during the service period of not less than three years after the completion of this equity transaction, without Party A’s prior written consent, Party B will not be directly or indirectly employed by any competitor (including but not limited to the rights to operate the Xxxx-Xxxx directors and Xxxxxx Online websites; 9.1.3 Its authorized representative has been duly authorized to enter into this Agreement for and on behalf of it; 9.1.4 Its signature of this Agreement shall neither violate senior managers as competitors) in its own name or as an agent; invest in competitors in any legal documents binding upon it, nor infringe lawful rights of any third party, nor make the other Party assume any liabilities to any third party form (unless otherwise specified in this Agreement); 9.1.5 This Agreement constitutes the effective, binding and enforceable legal obligations against it; 9.1.6 It is in strict compliance with relevant laws, regulations and policies of China; 9.2 Xxxxxx Games shall state and warrant that: 9.2.1 It is an independent legal person incorporated and existing according to law; 9.2.2 It has the qualifications to exercise the cooperation hereunder, and its business scopes cover such cooperation, and it has independent and lawful disposal rights over such cooperation, including but not limited to become the owner, shareholder, actual controller of the competitor or otherwise own its rights and interests, except for holding the shares of listed companies that do not exceed 5% of the total shares of listed companies purchased in the open capital market), or set up any company or other commercial organization that competes with the main business of the target company (including its subsidiaries in which it holds shares and shares, the same below);Conduct any business dealings with the competitor that are related to operate the Cooperation Products hereunder main business of the target company or harm the interests of the target company (including but not limited to becoming the business agent, supplier or distributor of the competitor); Provide any form of business-related consultation or advice to competitors; Sign any agreement, make any similar commitment or take any other similar arrangement that may restrict or damage the target company’s existing business; Soliciting business from customers, agents, suppliers and/or independent contractors of the target company for the benefit of competitors of the target company, or instigate the customers, agents, suppliers and/or independent contractors of the target company to terminate the cooperation with the target company. Party B has the obligation to ensure that its family members (i.e. parents, siblings, spouses and Xxxxxx Games websites; 9.2.3 Its authorized representative has been duly authorized to enter into this Agreement for children, the same below) and on behalf of it; 9.2.4 Its signature any entity directly or indirectly controlled by the aforementioned personnel abide by the above provisions of this Agreement article. 6.7 If the target company is required to pay the purchase price of the 61.5480% of the equity interest of Yile IoT, Party B shall neither violate any legal documents binding upon it, nor infringe lawful rights bear this part of any third party, nor make the other Party assume any liabilities to any third party (unless otherwise specified in this Agreement); 9.2.5 This Agreement constitutes the effective, binding and enforceable legal obligations against it; 9.2.6 It is in strict compliance with relevant laws, regulations and policies of China; 9.2.7 Xxxxxx Games owns legitimate intellectual rights and/or relevant authorizations in the Cooperation Products hereunder, which have not (will not) infringed the lawful rights and benefits of any third partymoney.