Common use of Declarations and Warranties Clause in Contracts

Declarations and Warranties. 4.1. The Existing Shareholders hereby separately and jointly declares and warrants the followings, and such declarations and warranties shall remain valid, as they would have done at the time of the transfer of option shares. 4.1.1. The Existing Shareholders are Chinese citizens with full capacity for conduct; they have complete and independent legal status and legal capacity to sign, deliver and perform this Agreement, and can be independent as the main body of the lawsuit. 4.1.2. The Company is a limited liability company duly registered and validly existing under PRC laws. It has independent legal person qualification. The Company has complete, independent legal status and legal capacity to sign, deliver and perform this Agreement, and may independently act as the subject of litigation. 4.1.3. The Existing Shareholders has full right and authority that it has signed and delivered this Agreement and all other documents relating to the transactions referred to in this Agreement and which it will sign. And it has full power and authority to complete the transactions referred to in this Agreement. 4.1.4. This Agreement is lawfully and duly signed and delivered by the Existing Shareholders. This agreement constitutes a lawful and binding obligation to the Existing Shareholders. And may be enforced to them in accordance with the terms of this Agreement. 4.1.5. The Existing Shareholders are duly registered owners of the Company on the effective date of this Agreement, in addition to rights regulated in the Agreement, the Amended and Restated Equity Pledge Agreement signed by the Existing Shareholders, the Company and the WFOE, and the Amended and Restated Shareholders’ Voting Rights Proxy Agreement signed by the Existing Shareholders, the Company and the WFOE, there are no lien, pledge, claim and other security interests and the rights of the three parties on the Call Option. In accordance with this Agreement, any other entity or individual designated by the WFOE and / or the WFOE may obtain a good ownership of the transfer of equity, without any lien, pledge, claim, or other right of security or third party rights. 4.2. The Company hereby declares and warrants as followings: 4.2.1. The Company is a limited liability company duly registered and validly existing under PRC laws. It has independent legal person qualification. The company has complete, independent legal status and legal capacity to sign, deliver and perform this Agreement, and may independently act as the subject of litigation. 4.2.2. The Company has full right and authority within the Company that it has signed and delivered this Agreement and all other documents relating to the transactions referred to in this Agreement and which it will sign. And it has full power and authority to complete the transactions referred to in this Agreement. 4.2.3. This Agreement is lawfully and duly signed and delivered by the Company. This agreement constitutes a lawful and binding obligation to the Company. 4.2.4. The Existing Shareholders shall be all lawful shareholders registered in the Company on effective date of this Agreement. Under this Agreement, after the exercising the right by any other entity or person designated by the WFOE and/or the WFOE, they shall be entitled to a good, without any lien, pledge, claim and other security or third party rights in respect of the ownership of transferring of the right. 4.2.5. When the agreement comes into effect, the Company has the complete business license required for its operation. The Company has sufficient rights and qualifications to run its business in China. The Company has been operating according to law since its establishment, and there is no violation or possible violation of the regulations and requirements of industrial and commercial, tax, cultural, quality and technical supervision, labor and social security and other government departments, and there are no disputes of breaching of contract.