Common use of Warranties by FEEL Clause in Contracts

Warranties by FEEL. FEEL warrants to Standard Bank that: (a) it is a company duly organized and validly existing under the laws of the jurisdiction in which it is organized; (b) immediately prior to Completion, it will be the lawful owner, beneficially and of record, of and will have valid and marketable title to 10,000,000 Ordinary Shares free and clear of any Encumbrances; (c) it is not a party to any contract creating rights in respect of the 10,000,000 Ordinary Shares in any third Person or relating to the voting of such Shares or which would otherwise restrict its ownership of such Shares; (d) it has the full power and authority and full legal capacity to execute, deliver and perform its obligations under the Transaction Agreements to which it is a party and each of such Transaction Agreements will be or have been duly executed and delivered and constitute or will constitute a valid and binding obligation of FEEL enforceable in accordance with its terms, except that such enforcement may be subject to or limited by bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and subject to the application of general principles of equity; and (e) the execution, delivery and performance of the Transaction Agreements to which it is a party, and the sale and transfer of the Purchased Shares to Standard Bank will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) any Governmental Rule or order of any Governmental Authority or any court, domestic or foreign, having jurisdiction over FEEL or any Subsidiary of FEEL or any of their respective properties, (ii) any material agreement or instrument to which FEEL or any such Subsidiary is a party or by which FEEL or any such Subsidiary is bound or to which any of the properties of FEEL or any such Subsidiary is subject, or (iii) the organizational documents of FEEL or any such Subsidiary other than where such breach, violation or default has not had, and is not reasonably likely to have, an adverse affect on FEEL’s ability to perform its obligations under any of the Transaction Agreements.

Warranties by FEEL. FEEL warrants to Standard Bank the Purchaser that: (a) it is a company duly organized and validly existing under the laws of the jurisdiction in which it is organized; (b) immediately prior to Completion, it will be the lawful owner, beneficially and of record, of and will have valid and marketable title to 10,000,000 Ordinary the Purchased Shares free and clear of any Encumbrances; (c) upon the Completion, it is not a party to any contract creating rights in respect of the 10,000,000 Ordinary Purchased Shares in any third Person or relating to the voting of such Shares or which would otherwise restrict its ownership of such Shares; (d) it has the full power and authority and full legal capacity to execute, deliver and perform its obligations under the Transaction Agreements to which it is a party and each of such Transaction Agreements will be or have been duly executed and delivered and constitute or will constitute a valid and binding obligation of FEEL enforceable in accordance with its terms, except that such enforcement may be subject to or limited by bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and subject to the application of general principles of equity; and (e) the execution, delivery and performance of the Transaction Agreements to which it is a party, and the sale and transfer of the Purchased Shares to Standard Bank the Purchaser will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) any Governmental Rule or order of any Governmental Authority or any court, domestic or foreign, having jurisdiction over FEEL or any Subsidiary of FEEL or any of their respective properties, (ii) any material agreement or instrument to which FEEL or any such Subsidiary is a party or by which FEEL or any such Subsidiary is bound or to which any of the properties of FEEL or any such Subsidiary is subject, or (iii) the organizational documents of FEEL or any such Subsidiary other than where such breach, violation or default has not had, and is not reasonably likely to have, an adverse affect on FEEL’s ability to perform its obligations under any of the Transaction Agreements.

Warranties by FEEL. FEEL warrants to Standard Bank TPG that: (a) it is a company duly organized and validly existing under the laws of the jurisdiction in which it is organized; (b) immediately prior to Completion, it will be the lawful owner, beneficially and of record, of and will have valid and marketable title to 10,000,000 Ordinary Shares free and clear of any Encumbrances; (c) it is not a party to any contract creating rights in respect of the 10,000,000 Ordinary any Shares in any third Person or relating to the voting of such Shares or which would otherwise restrict its ownership of such SharesShares except pursuant to the Shares Purchase Agreement dated as of January 12, 2009 by and among Standard Bank, Zhang, Zhao, Shang, and FEEL (“Standard Bank SPA”) and the Option Agreement dated as of January 12, 2009 by and between FEEL and Standard Bank (the “Standard Bank Option Agreement”); (c) it has not traded and has no liabilities or obligations (whether in the form of debts or otherwise) other than its paid up share capital and those liabilities or obligations imposed upon it solely by virtue of its incorporation; (d) it has the full power and authority and full legal capacity to execute, deliver and perform its obligations under the Transaction Agreements to which it is a party and each of such Transaction Agreements will be or have been duly executed and delivered and constitute or will constitute a valid and binding obligation of FEEL enforceable in accordance with its terms, except that such enforcement may be subject to or limited by bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and subject to the application of general principles of equity; and; (e) the execution, delivery and performance of the Transaction Agreements to which it is a party, and the sale subscription and transfer acceptance of the Purchased Subscription Shares to Standard Bank by TPG, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) any Governmental Rule or order of any Governmental Authority or any court, domestic or foreign, having jurisdiction over FEEL or any Subsidiary of FEEL or any of their respective properties, (ii) any material agreement or instrument to which FEEL or any such Subsidiary is a party or by which FEEL or any such Subsidiary is bound or to which any of the properties of FEEL or any such Subsidiary is subject, or (iii) the organizational documents of FEEL or any such Subsidiary Subsidiary, other than than, in each case, where such breach, violation or default has not had, and is not reasonably likely to have, an a material adverse affect effect on FEEL’s ability to perform its obligations under any of the Transaction Agreements, except as disclosed in the first paragraph of the disclosure under Clause 10 of Schedule 2 of the Disclosure Letter; (f) it is not and will not be required to give any notice or to make any filing with or obtain any Permit, consent, waiver or other authorization from any governmental or regulatory authority or other Person in connection with the execution, delivery and performance of the Transaction Agreements; (g) there is no legal, administrative, arbitration or other action or proceeding or governmental investigation pending, or, to the knowledge of FEEL, threatened, against FEEL that challenges the validity or performance of this Agreement or the other Transaction Agreements to which it is a party or which, if successful, could hinder or prevent FEEL from performing its obligations hereunder or thereunder; (h) it is not engaged in any litigation or arbitration proceedings and there are no such proceedings pending or threatened by it; (i) it is not aware of anything which is likely to give rise to any litigation or arbitration proceedings by or against it; (j) it is not the subject of any investigation, inquiry or enforcement proceedings or process by any governmental, administrative or regulatory body nor is it aware of anything which is likely to give rise to any such investigation, inquiry, proceedings or process; and (k) it has no contract, arrangement or understanding with any broker, finder or similar agent with respect to the transactions contemplated by this Agreement or the other Transaction Agreements. FEEL hereby acknowledges that each statement in this Clause 3.4 is true and correct as of the date hereof and as of the Completion Date, and TPG has relied upon such statements to enter into this Agreement. Each statement in this Clause 3.4 shall be separate and independent and save as expressly otherwise provided shall not be limited by reference to any provision in this Agreement.

Warranties by FEEL. FEEL warrants to Standard Bank the Purchaser that: (a) it is a company duly organized and validly existing under the laws of the jurisdiction in which it is organized; (b) immediately prior to Completion, it will be the lawful owner, beneficially and of record, of and will have valid and marketable title to 10,000,000 Ordinary the Purchased Shares free and clear of any Encumbrances; (c) it is not a party to any contract creating rights in respect of the 10,000,000 Ordinary Purchased Shares in any third Person or relating to the voting of such Shares or which would otherwise restrict its ownership of such Shares; (d) it has the full power and authority and full legal capacity to execute, deliver and perform its obligations under the Transaction Agreements to which it is a party and each of such Transaction Agreements will be or have been duly executed and delivered and constitute or will constitute a valid and binding obligation of FEEL enforceable in accordance with its terms, except that such enforcement may be subject to or limited by bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally and subject to the application of general principles of equity; and (e) the execution, delivery and performance of the Transaction Agreements to which it is a party, and the sale and transfer of the Purchased Shares to Standard Bank the Purchaser will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) any Governmental Rule or order of any Governmental Authority or any court, domestic or foreign, having jurisdiction over FEEL or any Subsidiary of FEEL or any of their respective properties, (ii) any material agreement or instrument to which FEEL or any such Subsidiary is a party or by which FEEL or any such Subsidiary is bound or to which any of the properties of FEEL or any such Subsidiary is subject, or (iii) the organizational documents of FEEL or any such Subsidiary other than where such breach, violation or default has not had, and is not reasonably likely to have, an adverse affect on FEEL’s ability to perform its obligations under any of the Transaction Agreements.