Common use of Undertaking and Warranty Clause in Contracts

Undertaking and Warranty. 7.1 Party A hereby represents, warranties and undertakes that: 7.1.1 It is a limited liability company duly incorporated and validly existing under the laws of its place of registration as an independent judicial person and with complete, independent legal status and legal competence to sign, deliver and perform this Agreement, as an independent subject of proceedings. 7.1.2 It is vested with full power and authority to complete the transaction referred to in this Agreement and the signing of all other documents related to the transaction referred to in this Agreement. This Agreement has been legitimately and appropriately executed and delivered by it. This Agreement constitutes a legal and binding obligation of it, enforceable against it in accordance with the terms of the Agreement. 7.1.3 At the date of this Agreement, it has the “Legal Enterprise Business License” necessary for its operation. It has full right and qualification to do business within the territory of China. No litigation, arbitration or administrative procedure relevant to the equity interest and assets of the Company or the corporation is in the process, to be settled or potentially take place; 7.1.4 It will provide Party B with financial statement for the quarter and budget for the next quarter within fifteen (15) workdays at the end of a quarter and will provide the consolidated financial statement for a fiscal year and the budget for the next fiscal year within thirty (30) workdays upon the end of the fiscal year. 7.1.5 It will promptly notify Party B of all legal proceedings and other unfavorable situations that involve itself and will make utmost efforts to curb the losses and damages. 7.1.6 Without prior written permission from Party B, Party A shall neither dispose of its important assets nor change its current equity shares structure. 7.2 Party B hereby represents and warranties that: 7.2.1 It is a limited liability company duly incorporated and validly existing under the laws of its place of registration as an independent judicial person and with complete, independent legal status and legal competence to sign, deliver and perform this Agreement, as an independent subject of proceedings. 7.2.2 It is vested with full power and authority to complete the transaction referred to in this Agreement and the signing of all other documents related to the transaction referred to in this Agreement. This Agreement has been legitimately and appropriately executed and delivered by it. This Agreement constitutes a legal and binding obligation of it, enforceable against it in accordance with the terms of the Agreement.

Undertaking and Warranty. 7.1 Party A hereby represents, warranties and undertakes that: 7.1.1 It is a limited liability company duly incorporated and validly existing under the laws of the jurisdiction of its place of registration incorporation as an independent judicial legal person and with complete, independent legal status and legal competence to sign, deliver and perform this Agreement, and to act as an independent subject of proceedings. 7.1.2 It is vested with full all requisite power and authority within company to complete the transaction referred to in execute and deliver this Agreement and the signing of all other documents to be signed related to the transaction referred to in this Agreement, and to perform the transaction under this Agreement. This Agreement has been legitimately and appropriately executed and delivered by it. Party A. This Agreement constitutes a legal and binding obligation of itof, and enforceable against it Party A in accordance with the terms of the Agreement. 7.1.3 At the date of this Agreement, it has obtained all the “Legal Enterprise Business License” certificates necessary for its operationbusiness operation as provided on its business license. It has full right and qualification to do conduct business as currently conducted by Party A within the territory of China. No litigation, arbitration or administrative procedure relevant to the equity interest and assets of the Company or the corporation is in the process, to be settled or potentially take place;. 7.1.4 It will provide Party B with consolidated quarterly financial statement for the quarter and budget for the next quarter within fifteen (15) workdays at upon the end of a quarter each quarter, and will provide the consolidated financial statement for a the fiscal year and the budget for the next fiscal year within thirty (30) workdays upon the end of the each fiscal year. 7.1.5 It will promptly notify Party B of all legal proceedings and other unfavorable situations that involve itself where it is involved, and will make utmost efforts to curb the losses and damages. 7.1.6 Without prior written permission from Party B, Party A shall neither dispose of its important assets nor change its current equity shares shareholding structure. 7.2 Party B hereby represents and warranties that: 7.2.1 It is a limited liability company duly incorporated and validly existing under the laws of its place of registration incorporation as an independent judicial legal person and with complete, independent legal status and legal competence to sign, deliver and perform this Agreement, and to act as an independent subject of proceedings. 7.2.2 It is vested with full power and authority within company to complete the transaction referred to in execute and deliver this Agreement and the signing of all other documents to be signed related to the transaction referred to in this Agreement, and to perform the transaction under this Agreement. This Agreement has been legitimately and appropriately executed and delivered by it. Party B. This Agreement constitutes a legal and binding obligation of it, and enforceable against it Party B in accordance with the terms of the Agreement.