Common use of Undertakings and Warranties Clause in Contracts

Undertakings and Warranties. Each of Party B and Party C hereby undertakes and warrants to Party A that: 3.1.1 the Loan will be used solely for the purpose of using as capital contribution in the Domestic Company; 3.1.2 he shall use the proceeds from the Loan solely for the purpose of contributing his amount of the registered capital in the Domestic Company; 3.1.3 he has and shall maintain the full power and authority to enter into this Agreement, to borrow the Loan and to perform his obligations hereunder; 3.1.4 there are no civil or criminal, claims, actions, suits, investigations or proceedings pending or, to his knowledge, threatened against him; 3.1.5 there is no provision of any Agreement, enforceable judgement or order of any court binding on him or affecting his property, which would in any way prevent or materially adversely affect his execution or performance of this Agreement; 3.1.6 the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right, contract, judgement, decree or law which is binding upon him or his assets; 3.1.7 upon his investment in the Domestic Company, he shall be the sole legal and beneficial owner of his Shares, free and clear of all pledges and encumbrances other than the security interest created by this Agreement; 3.1.8 he shall cause the pledge of his respective Shares to Party A to be recorded on the Domestic Company’s register of shareholders; 3.1.9 he shall provide to Party A a certificate from the Domestic Company evidencing his ownership of the Shares (a “Certificate”) together with an Assignment Agreement, substantially in the form attached hereto as an Appendix; 3.1.10 for duration of this Agreement, he will not cause the Domestic Company, without the written consent of Party A, to engage directly or indirectly in any business activities which compete with those of Party A other than those described in Recital B above; 3.1.11 he will, at any time and at Party A’s expense, defend the Shares against any third party claims; 3.1.12 without the consent of Party A, except as expressly permitted hereunder, he will not arrange for or otherwise permit or cause the issuance of any new shares of capital stock of the Domestic Company; 3.1.13 he shall do or cause to be done all such acts, and execute or cause to be executed any necessary documents and registrations, such that the conversion of the Loan, the Share Transfers and all other transactions contemplated hereunder are effected in a legal and valid manner; and 3.1.14 he shall maintain as strictly confidential the existence and provisions of this Agreement, as well as of any correspondence, resolutions, ancillary agreements and any other documentation associated herewith.

Undertakings and Warranties. Each of Party B and Party C hereby undertakes and warrants to Party A that: 3.1.1 the Loan will be used solely for the purpose of using as capital contribution in purchasing the 80% shareholding of the Domestic Company; 3.1.2 he shall use the proceeds from the Loan solely for the purpose of contributing his amount of the registered capital in the Domestic Company; 3.1.3 he she has and shall maintain the full power and authority to enter into this Agreement, to borrow the Loan and to perform his her obligations hereunder; 3.1.4 3.1.3 there are no civil or criminal, claims, actions, suits, investigations or proceedings pending or, to his her knowledge, threatened against himher; 3.1.5 3.1.4 there is no provision of any Agreement, enforceable judgement or order of any court binding on him her or affecting his her property, which would in any way prevent or materially adversely affect his her execution or performance of this Agreement; 3.1.6 3.1.5 the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right, contract, judgement, decree or law which is binding upon him her or his her assets; 3.1.7 3.1.6 upon his her investment in the Domestic Company, he she shall be the sole legal and beneficial owner of his Shares, free and clear of all pledges and encumbrances other than the security interest created by this Agreement; 3.1.8 he 3.1.7 she shall cause the pledge of his her respective Shares to Party A to be recorded on the Domestic Company’s register of shareholders; 3.1.9 he 3.1.8 upon the establishment of the Domestic Company, she shall provide to Party A a certificate from the Domestic Company evidencing his her ownership of the Shares (a “Certificate”) together with an Assignment Agreement, substantially in the form attached hereto as an Appendix; 3.1.10 3.1.9 for the duration of this Agreement, he she will not cause the Domestic Company, without the written consent of Party A, to engage directly or indirectly in any business activities which compete with those of Party A other than those described in Recital B above; 3.1.11 he 3.1.10 she will, at any time and at Party A’s expense, defend the Shares against any third party claims; 3.1.12 3.1.11 without the consent of Party A, except as expressly permitted hereunder, he she will not arrange for or otherwise permit or cause the issuance of any new shares of capital stock of the Domestic Company; 3.1.13 he 3.1.12 she shall do or cause to be done all such acts, and execute or cause to be executed any necessary documents and registrations, such that the conversion of the Loan, the Share Transfers and all other transactions contemplated hereunder are effected in a legal and valid manner; and 3.1.14 he 3.1.13 she shall maintain as strictly confidential the existence and provisions of this Agreement, as well as of any correspondence, resolutions, ancillary agreements and any other documentation associated herewith.

Undertakings and Warranties. Each of Party B and Party C hereby undertakes and warrants to Party A that: 3.1.1 the Loan will be used solely for the purpose of using as capital contribution in purchasing the 20% shareholding of the Domestic Company; 3.1.2 he shall use the proceeds from the Loan solely for the purpose of contributing his amount of the registered capital in the Domestic Company; 3.1.3 he has and shall maintain the full power and authority to enter into this Agreement, to borrow the Loan and to perform his obligations hereunder; 3.1.4 3.1.3 there are no civil or criminal, claims, actions, suits, investigations or proceedings pending or, to his knowledge, threatened against himher; 3.1.5 3.1.4 there is no provision of any Agreement, enforceable judgement or order of any court binding on him his or affecting his her property, which would in any way prevent or materially adversely affect his execution or performance of this Agreement; 3.1.6 3.1.5 the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right, contract, judgement, decree or law which is binding upon him his or his assets; 3.1.7 3.1.6 upon his investment in the Domestic Company, he shall be the sole legal and beneficial owner of his Shares, free and clear of all pledges and encumbrances other than the security interest created by this Agreement; 3.1.8 3.1.7 he shall cause the pledge of his respective Shares to Party A to be recorded on the Domestic Company’s register of shareholders; 3.1.9 3.1.8 upon the completion of the transfer of the shares of the Domestic Company, he shall provide to Party A a certificate from the Domestic Company evidencing his ownership of the Shares (a “Certificate”) together with an Assignment Agreement, substantially in the form attached hereto as an Appendix; 3.1.10 3.1.9 for the duration of this Agreement, he will not cause the Domestic Company, without the written consent of Party A, to engage directly or indirectly in any business activities which compete with those of Party A other than those described in Recital B above; 3.1.11 3.1.10 he will, at any time and at Party A’s expense, defend the Shares against any third party claims; 3.1.12 3.1.11 without the consent of Party A, except as expressly permitted hereunder, he will not arrange for or otherwise permit or cause the issuance of any new shares of capital stock of the Domestic Company; 3.1.13 3.1.12 he shall do or cause to be done all such acts, and execute or cause to be executed any necessary documents and registrations, such that the conversion of the Loan, the Share Transfers and all other transactions contemplated hereunder are effected in a legal and valid manner; and 3.1.14 3.1.13 he shall maintain as strictly confidential the existence and provisions of this Agreement, as well as of any correspondence, resolutions, ancillary agreements and any other documentation associated herewith.

Undertakings and Warranties. Each of Party B and Party C hereby undertakes and warrants to Party A that: 3.1.1 the Loan will be used solely for the purpose of using as capital contribution in establishing the Domestic CompanyCompany and developing its business activities; 3.1.2 he shall use the proceeds from the Loan solely for the purpose of contributing his amount of the registered capital in the Domestic Company; 3.1.3 he has and shall maintain the full power and authority to enter into this Agreement, to borrow the Loan and to perform his obligations hereunder; 3.1.4 there are no civil or criminal, claims, actions, suits, investigations or proceedings pending or, to his knowledge, threatened against him; 3.1.5 there is no provision of any Agreement, enforceable judgement judgment or order of any court binding on him or affecting his property, which would in any way prevent or materially adversely affect his execution or performance of this Agreement; 3.1.6 the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right, contract, judgementjudgment, decree or law which is binding upon him or his assets; 3.1.7 upon his investment in the Domestic Company, he shall be the sole legal and beneficial owner of his Shares, free and clear of all pledges and encumbrances other than the security interest created by this Agreement; 3.1.8 he shall cause the pledge of his respective Shares to Party A to be recorded on the Domestic Company’s register of shareholders; 3.1.9 upon the establishment of the Domestic Company, he shall provide to Party A a certificate from the Domestic Company evidencing his ownership of the Shares (a “Certificate”) together with an Assignment Agreement, substantially in the form attached hereto as an Appendix; 3.1.10 for duration of this Agreement, he will not cause the Domestic Company, without the written consent of Party A, to engage directly or indirectly in any business activities which compete with those of Party A other than those described in Recital B above; 3.1.11 he will, at any time and at Party A’s expense, defend the Shares against any third party claims; 3.1.12 without the consent of Party A, except as expressly permitted hereunder, he will not arrange for or otherwise permit or cause the issuance of any new shares of capital stock of the Domestic Company; 3.1.13 he shall do or cause to be done all such acts, and execute or cause to be executed any necessary documents and registrations, such that the conversion of the Loan, the Share Transfers and all other transactions contemplated hereunder are effected in a legal and valid manner; and 3.1.14 he shall maintain as strictly confidential the existence and provisions of this Agreement, as well as of any correspondence, resolutions, ancillary agreements and any other documentation associated herewith.

Undertakings and Warranties. Each of Party B and Party C hereby undertakes and warrants to Party A that: 3.1.1 the Loan will be used solely for the purpose of using as capital contribution in establishing the Domestic CompanyCompany and developing its business activities; 3.1.2 he shall use the proceeds from the Loan solely for the purpose of contributing his amount of the registered capital in the Domestic Company; 3.1.3 he has and shall maintain the full power and authority to enter into this Agreement, to borrow the Loan and to perform his obligations hereunder; 3.1.4 there are no civil or criminal, claims, actions, suits, investigations or proceedings pending or, to his knowledge, threatened against him; 3.1.5 there is no provision of any Agreement, enforceable judgement or order of any court binding on him or affecting his property, which would in any way prevent or materially adversely affect his execution or performance of this Agreement; 3.1.6 the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right, contract, judgement, decree or law which is binding upon him or his assets; 3.1.7 upon his investment in the Domestic Company, he shall be the sole legal and beneficial owner of his Shares, free and clear of all pledges and encumbrances other than the security interest created by this Agreement; 3.1.8 he shall cause the pledge of his respective Shares to Party A to be recorded on the Domestic Company’s register of shareholders; 3.1.9 upon the establishment of the Domestic Company, he shall provide to Party A a certificate from the Domestic Company evidencing his ownership of the Shares (a “Certificate”) together with an Assignment Agreement, substantially in the form attached hereto as an Appendix; 3.1.10 for duration of this Agreement, he will not cause the Domestic Company, without the written consent of Party A, to engage directly or indirectly in any business activities which compete with those of Party A other than those described in Recital B above; 3.1.11 he will, at any time and at Party A’s expense, defend the Shares against any third party claims; 3.1.12 without the consent of Party A, except as expressly permitted hereunder, he will not arrange for or otherwise permit or cause the issuance of any new shares of capital stock of the Domestic Company; 3.1.13 he shall do or cause to be done all such acts, and execute or cause to be executed any necessary documents and registrations, such that the conversion of the Loan, the Share Transfers and all other transactions contemplated hereunder are effected in a legal and valid manner; and 3.1.14 he shall maintain as strictly confidential the existence and provisions of this Agreement, as well as of any correspondence, resolutions, ancillary agreements and any other documentation associated herewith.

Undertakings and Warranties. Each of Party B and Party C hereby undertakes and warrants to Party A that: 3.1.1 the Loan will be used solely for the purpose of using as capital contribution in purchasing the 58.1% shareholding of the Domestic Company; 3.1.2 he shall use the proceeds from the Loan solely for the purpose of contributing his amount of the registered capital in the Domestic Company; 3.1.3 he has and shall maintain the full power and authority to enter into this Agreement, to borrow the Loan and to perform his obligations hereunder; 3.1.4 3.1.3 there are no civil or criminal, claims, actions, suits, investigations or proceedings pending or, to his knowledge, threatened against himher; 3.1.5 3.1.4 there is no provision of any Agreement, enforceable judgement or order of any court binding on him his or affecting his her property, which would in any way prevent or materially adversely affect his execution or performance of this Agreement; 3.1.6 3.1.5 the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right, contract, judgement, decree or law which is binding upon him his or his assets; 3.1.7 3.1.6 upon his investment in the Domestic Company, he shall be the sole legal and beneficial owner of his Shares, free and clear of all pledges and encumbrances other than the security interest created by this Agreement; 3.1.8 3.1.7 he shall cause the pledge of his respective Shares to Party A to be recorded on the Domestic Company’s register of shareholders; 3.1.9 3.1.8 upon the completion of the transfer of the shares of the Domestic Company, he shall provide to Party A a certificate from the Domestic Company evidencing his ownership of the Shares (a “Certificate”) together with an Assignment Agreement, substantially in the form attached hereto as an Appendix; 3.1.10 3.1.9 for the duration of this Agreement, he will not cause the Domestic Company, without the written consent of Party A, to engage directly or indirectly in any business activities which compete with those of Party A other than those described in Recital B above; 3.1.11 3.1.10 he will, at any time and at Party A’s expense, defend the Shares against any third party claims; 3.1.12 3.1.11 without the consent of Party A, except as expressly permitted hereunder, he will not arrange for or otherwise permit or cause the issuance of any new shares of capital stock of the Domestic Company; 3.1.13 3.1.12 he shall do or cause to be done all such acts, and execute or cause to be executed any necessary documents and registrations, such that the conversion of the Loan, the Share Transfers and all other transactions contemplated hereunder are effected in a legal and valid manner; and 3.1.14 3.1.13 he shall maintain as strictly confidential the existence and provisions of this Agreement, as well as of any correspondence, resolutions, ancillary agreements and any other documentation associated herewith.

Undertakings and Warranties. Each of Party B and Party C hereby undertakes and warrants to Party A that: 3.1.1 the Loan will be used solely for the purpose of using as capital contribution in purchasing the 41.9% shareholding of the Domestic Company; 3.1.2 he shall use the proceeds from the Loan solely for the purpose of contributing his amount of the registered capital in the Domestic Company; 3.1.3 he she has and shall maintain the full power and authority to enter into this Agreement, to borrow the Loan and to perform his her obligations hereunder; 3.1.4 3.1.3 there are no civil or criminal, claims, actions, suits, investigations or proceedings pending or, to his her knowledge, threatened against himher; 3.1.5 3.1.4 there is no provision of any Agreement, enforceable judgement or order of any court binding on him her or affecting his her property, which would in any way prevent or materially adversely affect his her execution or performance of this Agreement; 3.1.6 3.1.5 the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right, contract, judgement, decree or law which is binding upon him her or his her assets; 3.1.7 3.1.6 upon his her investment in the Domestic Company, he she shall be the sole legal and beneficial owner of his Shares, free and clear of all pledges and encumbrances other than the security interest created by this Agreement; 3.1.8 he 3.1.7 she shall cause the pledge of his her respective Shares to Party A to be recorded on the Domestic Company’s register of shareholders; 3.1.9 he 3.1.8 upon the establishment of the Domestic Company, she shall provide to Party A a certificate from the Domestic Company evidencing his her ownership of the Shares (a “Certificate”) together with an Assignment Agreement, substantially in the form attached hereto as an Appendix; 3.1.10 3.1.9 for the duration of this Agreement, he she will not cause the Domestic Company, without the written consent of Party A, to engage directly or indirectly in any business activities which compete with those of Party A other than those described in Recital B above; 3.1.11 he 3.1.10 she will, at any time and at Party A’s expense, defend the Shares against any third party claims; 3.1.12 3.1.11 without the consent of Party A, except as expressly permitted hereunder, he she will not arrange for or otherwise permit or cause the issuance of any new shares of capital stock of the Domestic Company; 3.1.13 he 3.1.12 she shall do or cause to be done all such acts, and execute or cause to be executed any necessary documents and registrations, such that the conversion of the Loan, the Share Transfers and all other transactions contemplated hereunder are effected in a legal and valid manner; and 3.1.14 he 3.1.13 she shall maintain as strictly confidential the existence and provisions of this Agreement, as well as of any correspondence, resolutions, ancillary agreements and any other documentation associated herewith.

Undertakings and Warranties. Each of Party B and Party C hereby undertakes and warrants to Party A that: 3.1.1 the Loan will be used solely for the purpose of using as capital contribution in the Domestic Company; 3.1.2 he shall use the proceeds from the Loan solely for the purpose of contributing his amount of the registered capital in the Domestic Company; 3.1.3 he has and shall maintain the full power and authority to enter into this Agreement, to borrow the Loan and to perform his obligations hereunder; 3.1.4 there are no civil or criminal, claims, actions, suits, investigations or proceedings pending or, to his knowledge, threatened against him; 3.1.5 there is no provision of any Agreement, enforceable judgement judgment or order of any court binding on him or affecting his property, which would in any way prevent or materially adversely affect his execution or performance of this Agreement; 3.1.6 the execution and performance of this Agreement and the realization of Party A’s rights hereunder will not violate any mortgage right, contract, judgementjudgment, decree or law which is binding upon him or his assets; 3.1.7 upon his investment in the Domestic Company, he shall be the sole legal and beneficial owner of his Shares, free and clear of all pledges and encumbrances other than the security interest created by this Agreement; 3.1.8 he shall cause the pledge of his respective Shares to Party A to be recorded on the Domestic Company’s register of shareholders; 3.1.9 he shall provide to Party A a certificate from the Domestic Company evidencing his ownership of the Shares (a “Certificate”) together with an Assignment Agreement, substantially in the form attached hereto as an Appendix; 3.1.10 for duration of this Agreement, he will not cause the Domestic Company, without the written consent of Party A, to engage directly or indirectly in any business activities which compete with those of Party A other than those described in Recital B above; 3.1.11 he will, at any time and at Party A’s expense, defend the Shares against any third party claims; 3.1.12 without the consent of Party A, except as expressly permitted hereunder, he will not arrange for or otherwise permit or cause the issuance of any new shares of capital stock of the Domestic Company; 3.1.13 he shall do or cause to be done all such acts, and execute or cause to be executed any necessary documents and registrations, such that the conversion of the Loan, the Share Transfers and all other transactions contemplated hereunder are effected in a legal and valid manner; especially upon laws and regulations of P.R.C., he shall enter into share pledge agreements with Affiliate of Party A or PRC entity designated by Party A, and execute or cause to be executed any necessary documents and registrations to meet the requirements of State Administration for Industry and Commerce of P.R.C.; and 3.1.14 he shall maintain as strictly confidential the existence and provisions of this Agreement, as well as of any correspondence, resolutions, ancillary agreements and any other documentation associated herewith.