Common use of Undertakings of Party C Clause in Contracts

Undertakings of Party C. Party C hereby undertakes that: 3.1.1 it will maintain its corporate existence, operate its business, and transact affairs prudently and efficiently in accordance with good financial and commercial standards and practices; 3.1.2 without the prior written consent of Party A, it will not sell, assign, mortgage, or otherwise dispose of any legal or beneficiary rights to any of its assets, business, or revenues, or permit the creation of any other Security Interest over such rights at any time after the execution date of this Agreement; 3.1.3 without the prior written consent of Party A, it will not incur, assume, guarantee or allow the existence of any debts, except for those to which Party A has given its written consent; 3.1.4 it will always operate its business to maintain the value of its assets, and will not do anything which will affect its business situation nor the value of its assets; 3.1.5 without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher or outside the ordinary business; 3.1.6 without the prior written consent of Party A, it will not provide any loan to any third party; 3.1.7 at the request of Party A, it will provide to Party A all information relating to its operation and financial conditions; 3.1.8 without the prior written consent of Party A, it will not be consolidated or merged with any third party, nor acquire or invest in any third party; 3.1.9 it will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating to its assets, business, or revenues; 3.1.10 in order to maintain the ownership of all its assets, it will execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate charges, and conduct all necessary or appropriate defenses against all claims; 3.1.11 without the prior written consent of Party A, it will not in any form whatsoever allocate dividends to shareholders; and 3.1.12 if PRC law requires it to be dissolved or liquidated, it shall sell all of its assets to the extent permitted by PRC laws to Party A or another qualifying entity designated by Party A, at the lowest selling price permitted by applicable PRC law. Any obligation for Party A to pay Party C as a result of such transaction shall be forgiven by Party C or any proceeds from such transaction shall be paid to Party A in partial satisfaction of the service fee under the Services Agreement or remitted to Party A or the qualifying entity designated by Party A, as applicable under then-current PRC laws.

Undertakings of Party C. Each of Party B and Party C hereby undertakes that: 3.1.1 it (a) It will not supplement, change or modify Party C’s Articles of Association in any form, increase or reduce its registered capital or otherwise change its shareholding structure without prior written approval of Party A; (b) It will maintain Party C’s existence and operates its corporate existence, operate its business, business and transact affairs prudently and efficiently in accordance with effectively based on good financial and commercial standards and practices; 3.1.2 (c) It will not perform any act and/or omission which may have any adverse effect on Party C’s assets, business and liabilities without the prior written consent approval of Party A, it will not or sell, assigntransfer, mortgage, mortgage or otherwise dispose of any of Party C’s legal or beneficiary rights to beneficial interest of any of its assets, business, business or revenuesincome at any time since the signing of the Agreement, or permit the creation of to set up any other Security Interest over such rights at any time after the execution date of this Agreement; 3.1.3 encumbrance including security interest thereon without the prior written consent approval of Party A; (d) It will not incur, inherit, guarantee or permit any debt without prior written approval of Party A, it except for: (i) debt arising from normal or routine business processes rather than through borrowing; and (ii) liabilities disclosed to and agreed in writing by Party A; (e) It have been conducting all its business in ordinary course of business to maintain Party C’s asset value, and has no action and/or omission that is not conducive to its business status and asset value; (f) It will not incursign any major agreement (for the purposes of this paragraph, assumeif the value of an agreement exceeds RMB one million (1000,000), guarantee or allow the existence it shall be deemed to be a major agreement) without prior written approval of any debtsParty A, except for those to which Party A has given its written consent; 3.1.4 it will always operate its business to maintain the value signed in ordinary course of its assets, and will not do anything which will affect its business situation nor the value of its assets; 3.1.5 without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher or outside the ordinary business; 3.1.6 without the prior written consent of Party A, it (g) It will not provide any loan or guarantee to any third partyanyone without prior written approval of Party A; 3.1.7 (h) It will provide Party A with all information concerning Party C’s operation and financial status at the request of Party A, it ; (i) It will provide purchase and maintain an insurance from an insurance company acceptable to Party A all information relating to its operation A, and financial conditionsthe amount and type of the insurance shall be the same or of the same level as the amount generally insured by the company carrying on similar business and having similar property or assets in the same area as Party C; 3.1.8 (j) It will not merge or combine with, be purchased by, acquire, or make investment in any other person without the prior written consent approval of Party A, it will not be consolidated or merged with any third party, nor acquire or invest in any third party; 3.1.9 it (k) It will promptly inform immediately notify Party A of any existing or threatened litigation, arbitration, arbitration or administrative proceedings relating to its that may occur in connection with Party C’s assets, business, or revenuesbusiness and income; 3.1.10 in order to maintain the ownership of all its assets, it (l) It will execute sign all necessary or appropriate documents, take all necessary or appropriate actions, file actions and make all necessary or appropriate charges, and conduct claims or defend all necessary or appropriate defenses against claims to maintain the ownership of all claimsof Party C’s assets; 3.1.11 (m) It will not distribute dividend to the shareholders in any form without the prior written consent approval of Party A; provided, however, that it will not in any form whatsoever allocate dividends shall distribute all distributable profits to shareholdersthe shareholders immediately upon the request of Party A; and 3.1.12 if PRC law requires it to be dissolved (n) It will not dissolve or liquidated, it shall sell all liquidate without written approval of its assets to the extent permitted by PRC laws to Party A or another qualifying entity designated unless it is required by Party A, at the lowest selling price permitted by applicable PRC law. Any obligation for Party A to pay Party C as a result laws of such transaction shall be forgiven by Party C or any proceeds from such transaction shall be paid to Party A in partial satisfaction of the service fee under the Services Agreement or remitted to Party A or the qualifying entity designated by Party A, as applicable under then-current PRC lawsChina.

Undertakings of Party C. Party C hereby undertakes that: 3.1.1 it will maintain its corporate existence, operate its business, and transact affairs prudently and efficiently in accordance with good financial and commercial standards and practices; 3.1.2 without the prior written consent of Party A, it will not sell, assign, mortgage, or otherwise dispose of any legal or beneficiary rights to any of its assets, business, or revenues, or permit the creation of any other Security Interest over such rights at any time after the execution date of this Agreement; 3.1.3 without the prior written consent of Party A, it will not incur, assume, guarantee or allow the existence of any debts, except for those to which Party A has given its written consent; 3.1.4 it will always operate its business to maintain the value of its assets, and will not do anything which will affect its business situation nor the value of its assets; 3.1.5 without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher or outside the ordinary business; 3.1.6 without the prior written consent of Party A, it will not provide any loan to any third party; 3.1.7 at the request of Party A, it will provide to Party A all information relating to its operation and financial conditions; 3.1.8 without the prior written consent of Party A, it will not be consolidated or merged with any third party, nor acquire or invest in any third party; 3.1.9 it will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating to its assets, business, or revenues; 3.1.10 in order to maintain the ownership of all its assets, it will execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate charges, and conduct all necessary or appropriate defenses against all claims; 3.1.11 without the prior written consent of Party A, it will not in any form whatsoever allocate dividends to shareholders; and 3.1.12 if PRC law requires it to be dissolved or liquidated, it shall sell all of its assets to the extent permitted by PRC laws to Party A or another qualifying entity designated by Party A, at the lowest selling price permitted by applicable PRC law. Any obligation for Party A to pay Party C as a result of such transaction shall be forgiven by Party C or any proceeds from such transaction shall be paid to Party A in partial satisfaction of the service fee under the Services Service Agreement or remitted to Party A or the qualifying entity designated by Party A, as applicable under then-current PRC laws.

Undertakings of Party C. Party B (as the shareholder of Party C, shall cause Party C to) and Party C hereby undertakes jointly and severally undertake that: 3.1.1 it will maintain its corporate existence, operate its business, and transact affairs prudently and efficiently in accordance with good financial and commercial standards and practices; 3.1.2 (1) without the prior written consent of Party A, it they will not sellsupplement, assignalter or amend the articles of association and regulations of Party C in any form, mortgageincrease or decrease its registered capital, change its registered capital structure in any other manner, or otherwise dispose take any action of any legal dividing or beneficiary rights dissolving Party C’s company or changing its form; (2) with good financial and commercial standards and practice, they will maintain the existence of Party C, prudently and effectively operate its business and handle its affairs, and procure Party C to any of perform its assets, business, or revenues, or permit obligations under the creation of any other Security Interest over such rights at any time after the execution date of this Exclusive Service Agreement; 3.1.3 (3) they will conduct all of Party C’s business in the normal course of business to maintain Party C’s asset value, and will not engage in any act/omission that may have adverse effect on the state of operation and asset value of Party C; and the board or executive director of Party A will have the right to supervise Party C’s assets and assess whether it has the right to control Party C’s assets. If the board or executive director of Party A determines that Party C’s operational activity affects the value of its assets or the board’s or the executive director’s control of Party C’s assets, Party A shall engage a legal counsel or other professionals to deal with such issue; (4) without the prior written consent of Party A, it will they shall not incur, assume, guarantee cause or allow the existence of any debts, except for those permit Party C to which Party A has given its written consent; 3.1.4 it will always operate its business to maintain the value of its assets, and will not do anything which will affect its business situation nor the value of its assets; 3.1.5 without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher merger, partnership, joint venture or outside the ordinary business; 3.1.6 without the prior written consent of Party A, it will not provide any loan to any third party; 3.1.7 at the request of Party A, it will provide to Party A all information relating to its operation and financial conditions; 3.1.8 without the prior written consent of Party A, it will not be consolidated alliance with or merged with any third party, nor acquire or invest in any third party; 3.1.9 it will promptly inform (5) they shall immediately notify Party A of any existing ongoing or threatened litigationpotential lawsuit, arbitration, arbitration or administrative proceedings procedures relating to its Party C’s assets, business, business or revenues, and take all necessary measures reasonably requested by Party A; 3.1.10 in order to maintain the ownership of all its assets, it will (6) they shall execute all necessary or appropriate documents, take all actions and file all complaints or defend all claims necessary or appropriate actions, file to maintain Party C’s ownership of all necessary or appropriate charges, and conduct all necessary or appropriate defenses against all claimsof its assets; 3.1.11 without (7) if the prior written consent failure by any of Party AC’s shareholders or Party C to perform its tax obligations under any applicable laws prevents Party A from exercising its Equity Interest Call Option, it Party A shall be entitled to request Party C or its shareholder to perform its tax obligations, or request Party C or its shareholder to pay such tax amount to Party A who will not in any form whatsoever allocate dividends to shareholdersmake the payment on its behalf; and 3.1.12 if PRC law requires it to be dissolved (8) The training institutions established or liquidated, it shall sell all of its assets to the extent permitted controlled by PRC laws to Party A or another qualifying entity designated by Party A, at the lowest selling price permitted by applicable PRC law. Any obligation for Party A to pay Party C as a result of such transaction shall the execution date of this Agreement and other training institutions to be forgiven established or controlled by Party B or Party C or any proceeds from such transaction shall also be paid subject to Party A in partial satisfaction of the service fee under the Services Agreement or remitted to Party A or the qualifying entity designated by Party A, as applicable under then-current PRC lawsthis Agreement.

Undertakings of Party C. Party B (as the shareholder of Party C, shall cause Party C to) and Party C hereby undertakes jointly and severally undertake that: 3.1.1 it will maintain its corporate existence, operate its business, and transact affairs prudently and efficiently in accordance with good financial and commercial standards and practices; 3.1.2 (1) without the prior written consent of Party A, it they will not sellsupplement, assignalter or amend the articles of association and regulations of Party C in any form, mortgageincrease or decrease its registered capital, change its registered capital structure in any other manner, or otherwise dispose take any action of any legal dividing or beneficiary rights dissolving Party C’s company or changing its form; (2) with good financial and commercial standards and practice, they will maintain the existence of Party C, prudently and effectively operate its business and handle its affairs, and procure Party C to any of perform its assets, business, or revenues, or permit obligations under the creation of any other Security Interest over such rights at any time after the execution date of this Exclusive Service Agreement; 3.1.3 (3) they will conduct all of Party C’s business in the normal course of business to maintain Party C’s asset value, and will not engage in any act/omission that may have adverse effect on the state of operation and asset value of Party C; and the board or executive director of Party A will have the right to supervise Party C’s assets and assess whether it has the right to control Party C’s assets. If the board or executive director of Party A determines that Party C’s operational activity affects the value of its assets or the board’s control of Party C’s assets, Party A shall engage a legal counsel or other professionals to deal with such issue; (4) without the prior written consent of Party A, it will they shall not incur, assume, guarantee cause or allow the existence of any debts, except for those permit Party C to which Party A has given its written consent; 3.1.4 it will always operate its business to maintain the value of its assets, and will not do anything which will affect its business situation nor the value of its assets; 3.1.5 without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher merger, partnership, joint venture or outside the ordinary business; 3.1.6 without the prior written consent of Party A, it will not provide any loan to any third party; 3.1.7 at the request of Party A, it will provide to Party A all information relating to its operation and financial conditions; 3.1.8 without the prior written consent of Party A, it will not be consolidated alliance with or merged with any third party, nor acquire or invest in any third party; 3.1.9 it will promptly inform (5) they shall immediately notify Party A of any existing ongoing or threatened litigationpotential lawsuit, arbitration, arbitration or administrative proceedings procedures relating to its Party C’s assets, business, business or revenues, and take all necessary measures reasonably requested by Party A; 3.1.10 in order to maintain the ownership of all its assets, it will (6) they shall execute all necessary or appropriate documents, take all actions and file all complaints or defend all claims necessary or appropriate actions, file to maintain Party C’s ownership of all necessary or appropriate charges, and conduct all necessary or appropriate defenses against all claimsof its assets; 3.1.11 without (7) if the prior written consent failure by any of Party AC’s shareholders or Party C to perform its tax obligations under any applicable laws prevents Party A from exercising its Equity Interest Call Option, it Party A shall be entitled to request Party C or its shareholder to perform its tax obligations, or request Party C or its shareholder to pay such tax amount to Party A who will not in any form whatsoever allocate dividends to shareholdersmake the payment on its behalf; and 3.1.12 if PRC law requires it to be dissolved (8) If Party B or liquidatedParty C organizes or controls other schools in the future, it shall sell all cause such schools to accede to this Agreement and assume the same rights and obligations as those of its assets to the extent permitted by PRC laws to Party A or another qualifying entity designated by Party A, at the lowest selling price permitted by applicable PRC law. Any obligation for Party A to pay Party C as a result of such transaction shall be forgiven by Party C or any proceeds from such transaction shall be paid to Party A in partial satisfaction of the service fee D under the Services Agreement or remitted to Party A or the qualifying entity designated by Party A, as applicable under then-current PRC lawsthis Agreement.

Undertakings of Party C. Party B (as the shareholder of Party C, shall cause Party C to) and Party C hereby undertakes jointly and severally undertake that: 3.1.1 it will maintain its corporate existence, operate its business, and transact affairs prudently and efficiently in accordance with good financial and commercial standards and practices; 3.1.2 (1) without the prior written consent of Party A, it they will not sellsupplement, assignalter or amend the articles of association and regulations of Party C in any form, mortgageincrease or decrease its registered capital, change its registered capital structure in any other manner, or otherwise dispose take any action of any legal dividing or beneficiary rights dissolving Party C’s company or changing its form; (2) with good financial and commercial standards and practice, they will maintain the existence of Party C, prudently and effectively operate its business and handle its affairs, and procure Party C to any of perform its assets, business, or revenues, or permit obligations under the creation of any other Security Interest over such rights at any time after the execution date of this Exclusive Service Agreement; 3.1.3 (3) they will conduct all of Party C’s business in the normal course of business to maintain Party C’s asset value, and will not engage in any act/omission that may have adverse effect on the state of operation and asset value of Party C; and the board or executive director of Party A will have the right to supervise Party C’s assets and assess whether it has the right to control Party C’s assets. If the board or executive director of Party A determines that Party C’s operational activity affects the value of its assets or the board’s or the executive director’s control of Party C’s assets, Party A shall engage a legal counsel or other professionals to deal with such issue; (4) without the prior written consent of Party A, it will they shall not incur, assume, guarantee cause or allow the existence of any debts, except for those permit Party C to which Party A has given its written consent; 3.1.4 it will always operate its business to maintain the value of its assets, and will not do anything which will affect its business situation nor the value of its assets; 3.1.5 without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher merger, partnership, joint venture or outside the ordinary business; 3.1.6 without the prior written consent of Party A, it will not provide any loan to any third party; 3.1.7 at the request of Party A, it will provide to Party A all information relating to its operation and financial conditions; 3.1.8 without the prior written consent of Party A, it will not be consolidated alliance with or merged with any third party, nor acquire or invest in any third party; 3.1.9 it will promptly inform (5) they shall immediately notify Party A of any existing ongoing or threatened litigationpotential lawsuit, arbitration, arbitration or administrative proceedings procedures relating to its Party C’s assets, business, business or revenues, and take all necessary measures reasonably requested by Party A; 3.1.10 in order to maintain the ownership of all its assets, it will (6) they shall execute all necessary or appropriate documents, take all actions and file all complaints or defend all claims necessary or appropriate actions, file to maintain Party C’s ownership of all necessary or appropriate charges, and conduct all necessary or appropriate defenses against all claimsof its assets; 3.1.11 without (7) if the prior written consent failure by any of Party AC’s shareholders or Party C to perform its tax obligations under any applicable laws prevents Party A from exercising its Equity Interest Call Option, it Party A shall be entitled to request Party C or its shareholder to perform its tax obligations, or request Party C or its shareholder to pay such tax amount to Party A who will not in any form whatsoever allocate dividends to shareholdersmake the payment on its behalf; and 3.1.12 if PRC law requires it to be dissolved (8) The training institutions and schools established or liquidated, it shall sell all of its assets to the extent permitted controlled by PRC laws to Party A or another qualifying entity designated by Party A, at the lowest selling price permitted by applicable PRC law. Any obligation for Party A to pay Party C as a result of such transaction shall the execution date of this Agreement and other training institutions and schools to be forgiven established or controlled by Party B or Party C or any proceeds from such transaction shall also be paid subject to Party A in partial satisfaction of the service fee under the Services Agreement or remitted to Party A or the qualifying entity designated by Party A, as applicable under then-current PRC lawsthis Agreement.

Undertakings of Party C. 7.1 Party C hereby undertakes thatthat it shall: 3.1.1 it 7.1.1 not and will maintain its corporate existenceprocure Party B not be involved in any transaction or acts that could have material impact on Party B’s assets, operate its business, and transact affairs prudently and efficiently in accordance with good financial and commercial standards and practices; 3.1.2 without the rights or business management, unless obtained prior written consent consents of Party A; 7.1.2 as shareholder of Party B, comply with and procure Party B to comply with the undertakings of Party B under Article 6; 7.1.3 agree that if it will is distributed dividends, bonuses, residual properties or given other distributions after this Agreement is executed and before the Underlying equity are transferred to Party A, Party C shall, to the extent permitted by PRC laws and regulations, promptly and unconditionally pay such distributions with taxes withhold according to applicable laws and regulations to Party A as Service Fees that Party B shall pay to Party A under Exclusive Business Cooperation Agreement; 7.1.4 not sell, assigntransfer, give, mortgage, or otherwise dispose of any legal or beneficiary rights to any of its assetsinterests, businessoption of, or revenuessimilar rights to, Underlying equity, or permit the creation of any other Security Interest over such rights at any time after allow security interests (unless established according to Equity Pledge Agreement made by and between Party A, Party B and Party C on the execution date of this Agreement; 3.1.3 without the ), or approve of similar acts of Party B, unless obtained prior written consent of Party A, it will not incur, assume, guarantee or allow the existence of any debts, except for those to which Party A has given its written consent; 3.1.4 it will always operate its business to maintain the value 7.1.5 not approve of its assetsParty B’s merging or integration with any entity, and will not do anything which will affect its business situation nor the value of its assets; 3.1.5 or acquiring any entity or investing in any entity, or restructuring in any form without the prior written consent of Party A, it will not enter into any contract at an amount exceedingly higher or outside the ordinary business; 3.1.6 without the 7.1.6 promptly inform Party A and Party B of any litigation, arbitration or administrative proceeding happened or to happen in respect of Underlying Equity it owns; 7.1.7 maintain its ownership to all Underlying Equity, execute all documents with prior written consents of Party A, take all actions and lodge complaints, or make a defense against all claims if necessary or appropriate; 7.1.8 not approve of, recommend or appoint any person not nominated by Party A as Director, Supervisor, Legal Representative, senior management officer of Party B and/or Affiliate of Party B, unless obtained prior written consent of Party A, it will not provide any loan to any third party; 3.1.7 7.1.9 strictly comply with this Agreement, Series of Cooperation Agreements and any other provisions under other contracts entered into by Party A and Party C and/or Party B, perform obligations under such contracts, and affect validity and enforceability by any actions or inactions; 7.1.10 unconditionally implement statements set forth above, if it and/or Party B receives Exercise Notice from Party A during Exercise Term, including but not limited to causing Board of Shareholders or Board of Directors (if applicable) to agree to transfer of the Underlying Equity/Underlying Assets under this Agreement by voting, taking other actions, executing Equity Transfer Agreement/Assets Transfer Agreement at the request of Party A, it will provide to Party A for transferring all information relating to its operation and financial conditions; 3.1.8 without or party of the prior written consent of Party A, it will not be consolidated or merged with any third party, nor acquire or invest in any third party; 3.1.9 it will promptly inform Party A of any existing or threatened litigation, arbitration, or administrative proceedings relating to its assets, business, or revenues; 3.1.10 in order to maintain the ownership of all its assets, it will execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate charges, and conduct all necessary or appropriate defenses against all claims; 3.1.11 without the prior written consent of Party A, it will not in any form whatsoever allocate dividends to shareholders; and 3.1.12 if PRC law requires it to be dissolved or liquidated, it shall sell all of its assets to the extent permitted by PRC laws Underlying Equity/Underlying Assets to Party A or another qualifying entity the third party designated by Party A, at the lowest selling price permitted by applicable PRC law. Any obligation for and cooperating with Party A to pay Party C as a result obtain all approvals and complete all registrations and other procedures in respect of such transaction shall transfer; 7.1.11 hereby waive its preemption right (if any) to equity to be forgiven transferred by other shareholders of Party C or any proceeds from such transaction shall be paid to Party A in partial satisfaction of the service fee under the Services Agreement or remitted B to Party A or the qualifying entity third party designated by Party A, agree that other shareholders of Party B have the right to enter into Series of Cooperation Agreements with Party A and Party B, and warrant that it shall not act by conflicting with such agreement; 7.1.12 not take any actions that could cause termination of Party B during Exercise Term due to bankruptcy, dissolution or shutdown; 7.1.13 cause Party C’s assigns, successors, agents and administrator to be subject to this Agreement, provided that this Agreement is applicable to Party C’s assigns, successors, agents and administrator and is irrevocable; 7.1.14 not and will procure its assigns, successors, agents and administrator (if applicable) not to litigate, appeal to arbitration or institute other legal proceedings in connection with this Agreement and Series of Cooperation Agreements, or rescind any Series of Cooperation Agreements; and 7.1.15 execute Equity Transfer Agreement with Party A or the third party designated by Party A for transferring Underlying Equity as applicable required by Party A, provided that Party C and/or Party B violates any provisions under then-current PRC lawsSeries of Cooperation Agreements, and/or execute and cause Party B to execute Assets Transfer Agreement with Party A or the third party designated by Party A for transferring Underlying Assets.