Common use of Undertakings and Warranties Clause in Contracts

Undertakings and Warranties. 7.1. The Borrowers hereby irrevocably undertake and warrant that without prior written consent of the Lender, the Borrowers will not effect or authorize others (including, without limitation, the directors of Zhejiang Taobao nominated by them) to effect any resolution, instruction, approval or order in any manner, causing Zhejiang Taobao to carry out any transaction which will have, or is likely to have, a material effect on the assets, rights, obligations or business of Zhejiang Taobao (including its branches and/or subsidiaries) (“Restricted Transaction”), including, without limitation,: (i) any borrowing from a third party or any incurring of any debt, other than debts in an amount of no more than RMB50,000 arising in the ordinary course of business, either in a single instance, or cumulatively over a period of 6 consecutive months; (ii) provision of security to a third party in connection with its own debt or provision of any security for a third party; (iii) transfer of any business, material asset or actual or potential business opportunity to a third party; (iv) transfer or licensing to a third party of any domain name, trademark or other intellectual properties rightfully possessed by Zhejiang Taobao; (v) transfer to a third party of all or part of the Borrowers’ equity interests in Zhejiang Taobao; (vi) any other material transaction; nor shall Zhejiang Taobao be caused to enter into any agreement, contract, memorandum or other forms of transaction documents (“Restricted Document”) in connection with the Restricted Transactions or suffer, through any form of omission, the carrying out of any Restricted Transaction or the entry into of any Restricted Documents. 7.2. The Borrowers will cause the directors and officers of Zhejiang Taobao to strictly comply with the provisions of this Agreement during their exercise of their duties as director or officer of Zhejiang Taobao and not to do or omit to do, in any manner whatsoever, anything contrary to any of the foregoing undertakings.

Undertakings and Warranties. 7.1. 7.1 The Borrowers Borrower hereby irrevocably undertake undertakes and warrant warrants that without prior written consent of the Lender, the Borrowers he will not effect make or authorize others (including, without limitation, including but not limited to the directors of Zhejiang Taobao Xuetao Company and the directors of the Domestic Company nominated by themXuetao Company) to effect make any resolution, instruction, approval consent or order in any mannerorder, causing Zhejiang Taobao agreeing, authorizing or procuring Xuetao Company or the Domestic Company to carry out any transaction which transactions that will have, or is likely to have, a may have material effect on the assets, rights, obligations or business of Zhejiang Taobao Xuetao Company or the Domestic Company (including its branches and/or subsidiaries) (“Restricted TransactionProhibited Transactions”), including, without limitation,including but not limited to: (ia) Borrowing or incurring any borrowing debt from a any third party or any incurring of any debt, other than debts in an (except the debt with a single amount of no more than RMB50,000 arising in RMB 100,000, or the ordinary debts with an aggregate amount of no more than RMB 100,000 within six (6) consecutive months, incurred during the normal course of business, either in a single instance, or cumulatively over a period of 6 consecutive months); (iib) provision Providing any security in favor of security to a any third party in connection with for its own debt debt, or provision of providing any security for a any third party; (iiic) transfer of Transferring any business, material asset asset, or actual or potential business opportunity to a any third party; (ivd) transfer Transferring or licensing to a any third party of any domain name, trademark or other intellectual properties rightfully possessed by Zhejiang Taobaoproperty to which the Domestic Company holds legal title, or disposing of the material asset of the Domestic Company in other forms; (ve) transfer Transferring to a any third party part or all of all or part of their equity in the Borrowers’ equity interests in Zhejiang Taobao;Domestic Company; or (vif) any other material transactionOther major transactions; nor shall Zhejiang Taobao be caused to or enter into any agreement, contract, memorandum or other forms of transaction documents on the Prohibited Transactions (“Restricted DocumentProhibited Documents”) in connection with ), nor permit, through action or inaction, the Restricted making of any Prohibited Transactions or suffer, through any form of omission, the carrying out signing of any Restricted Transaction or the entry into of any Restricted Prohibited Documents. 7.2. 7.2 The Borrowers Borrower will cause procure the directors and officers of Zhejiang Taobao Xuetao Company or the Domestic Company to strictly comply with the provisions of this Agreement during their exercise of hereof when they perform their duties as director in the capacity of directors or officer officers of Zhejiang Taobao Xuetao Company or the Domestic Company, and will not to do take any action or omit to doinaction in contradiction with the above undertaking. 7.3 The Borrower will immediately, without any delay, notify the Lender of any circumstance that the equity held by him in any manner whatsoever, anything contrary Xuetao Company or the equity held by Xuetao Company in the Domestic Company may be transferred to any third party other than the Lender or the individual or entity designated by the Lender due to any applicable law, the decision or award of the foregoing undertakingsany court or arbitrator, or any other reasons, once he knows or should have known such circumstance.

Undertakings and Warranties. 7.1. 7.1 The Borrowers Borrower hereby irrevocably undertake undertakes and warrant that warrants that, without prior written consent of the Lender, the Borrowers Borrower will not effect or authorize others (including, without limitation, the directors of Zhejiang Taobao the Domestic Company nominated by them) to effect any resolution, instruction, approval or order in any manner, approving, authorizing or causing Zhejiang Taobao the Domestic Company to carry out any transaction which will have, or is likely to have, a material effect on the assets, rights, obligations or business of Zhejiang Taobao the Domestic Company (including its branches and/or subsidiaries) (“Restricted Transaction”), including, without limitation,: (ia) any borrowing from a third party or any incurring of any debt, other than debts in an amount of no more than RMB50,000 RMB100,000 arising in the ordinary course of business, either in a single instance, or cumulatively over a period of 6 six (6) consecutive months; (iib) provision of security to a third party in connection with its own debt debts or provision of any security for a third party; (iiic) transfer of any business, material asset or actual or potential business opportunity to a third party; (ivd) transfer or licensing to a third party of any domain name, trademark or other intellectual properties rightfully possessed by Zhejiang Taobaothe Domestic Company or other disposal of material assets of the Domestic Company; (ve) transfer to a third party of all or part of its equity interest in the Borrowers’ equity interests in Zhejiang Taobao;Domestic Company; or (vif) any other material transaction; nor shall Zhejiang Taobao the Domestic Company be approved, authorized or caused to enter into any agreement, contract, memorandum or other forms of transaction documents (“Restricted Document”) in connection with the Restricted Transactions or suffer, through any form of act or omission, the carrying out of any Restricted Transaction or the entry into of any Restricted DocumentsDocument. 7.2. 7.2 The Borrowers Borrower will cause the directors and officers of Zhejiang Taobao the Domestic Company to strictly comply with the provisions of this Agreement during their exercise its performance of their its duties as director or officer of Zhejiang Taobao the Domestic Company and not to do or omit to do, in any manner whatsoever, anything contrary to any of the foregoing undertakings. 7.3 Once the Borrower knows or should have known any possible transfer of the equity interest held by such Borrower in the Domestic Company to any third parties other than the Lender or any individual or entity designated by the Lender as a result of applicable laws or any judgment or award rendered by a court or arbitral body or for any other reasons, such Borrower shall notify the Lender immediately and without delay.