Common use of Promises Clause in Contracts

Promises. 5.1 Party A hereby promises: 5.1.1 to be responsible to urge the relevant personnel to sign the legal documents required to transact the alteration of legal representatives/principals, directors, supervisors, and schoolmaster of Sichuan Kid Castle and the school and provide the data required by the relevant competent authorities; 5.1.2 to assist Party B to implement all the rights and obligations related with the equity transfer and those owned by Party A in the memorandum of Sichuan Kid Castle, recall all the directors and supervisors dispatched to the company and school and the legal representatives/principals of school, and these positions shall be succeeded by the relevant personnel dispatched by Party B; this work shall be implemented at the same time according to the regulation of article 3.3 of this agreement about the handover work, and the duty handover will become effective since the handover day; 5.1.3 Party A shall stop implementing the shareholder rights of Sichuan Kid Castle interiorly after the handover is completed according to article 3.3 of this agreement, unless otherwise stated in this agreement; 5.1.4 to be responsible to transact the full transfer/alteration registration/reference affair of shareholders, directors, supervisors, legal representative related with this equity transfer, the annual inspection/annual auditing of school, the alteration registration/reference work of legal representative, preschool masters/schoolmaster, directors and supervisors and the signature of all documents required at the relevant competent authorities including the industrial and commercial administration; the above-mentioned work shall be completed properly within 20 days after the signature of this agreement at latest; 5.1.5 to be responsible to transact the annual inspection/annual auditing 2006 of the school and guarantee the validity of school running licenses. 5.2 Party B hereby promises: 5.2.1 to support Party A to transact the full transfer/alteration affair of shareholders, directors, supervisors, legal representative related with this equity transfer, the annual inspection/annual auditing of school, the alteration registration work of legal representative/principal and directors and the signature of all documents required at the relevant competent authorities including the industrial and commercial administration; 5.2.2 Party B satisfies the conditions to accept the agreement object regulated by the law before transacting the equity alteration registration; 5.2.3 Party B has adequate capital capacity to purchase the agreement object; 5.2.4 to implement all the rights and obligations related with the equity and those owned by Party A in the memorandum of Sichuan Kid Castle prudently in the interior before the alteration procedures are completed.

Promises. 5.1 Party A hereby promises: 5.1.1 to be responsible to urge the relevant personnel (except for Party B) to sign the legal documents required to transact the alteration of legal representatives/principals, directors, supervisors, and preschool masters/schoolmaster of Sichuan Jilin Kid Castle and the school 3 educational institutions and provide the data required by the relevant competent authorities;. 5.1.2 to assist Party B to implement all the rights and obligations related with the equity transfer and those owned by Party A in the memorandum of Sichuan Jilin Kid Castle, recall all the directors and supervisors dispatched to the company and school 3 educational institutions and the legal representatives/principals of schooleducational institutions, and these positions shall be succeeded by the relevant personnel dispatched by Party B; this work shall be implemented at the same time according to the regulation of article 3.3 of this agreement about the handover work, and the duty handover will become effective since the handover day;. 5.1.3 Party A promises to submit the written confirmation letter issued by Jilin Building Decoration Group Ltd to Jilin Kid Castle (the content of confirmation letter is: we have not any loan and debt relationship with Jilin Kid Castle Educational Investment Development Ltd till some day (15 to 20) of March 2007) to Party B within 5 days after the signature of this agreement. Moreover, the debts of Jilin Kid Castle and 3 educational institutions listed in the appendix of this agreement and the debts after the equity transfer affair in this agreement is completed shall be undertaken by Party B according to the law. The loan and debt relationship formed in the name of Jilin Kid Castle and 3 educational institutions without the written consent of Party B after this agreement becomes effective but before all the relevant alteration registration procedures are completed shall be undertaken independently by Party A according to the law and agreement. Party A shall undertake the joint liability for all the exterior debts and liabilities of the company and 3 educational institutions occurred before the signature of this agreement but unlisted in the appendix of this agreement; if Party B, the company or the educational institution therefore undertakes the liabilities, Party B, the company or the educational institution is entitled to claim compensation from Party A. 5.1.4 Party A shall stop implementing the shareholder rights of Sichuan Jilin Kid Castle interiorly after the handover is completed according to article 3.3 of this agreement, unless otherwise stated in this agreement;. 5.1.4 5.1.5 to be responsible to transact the full transfer/alteration registration/reference affair of shareholders, directors, supervisors, legal representative related with this equity transfer, the annual inspection/annual auditing of school3 educational institutions, the alteration registration/reference work of legal representative, preschool masters/schoolmaster, directors and supervisors and the signature of all documents required (except for those to be signed by Party B) at the relevant competent authorities including the industrial and commercial administration, civil administration and education; the above-mentioned work shall be completed properly within 20 55 days after the signature of this agreement at latest; if the work is deferred because Party B does not implement the relevant obligations, Party B shall undertake the breaching liability; 5.1.5 5.1.6 to be responsible to transact the annual inspection/annual auditing 2006 of the school 3 educational institutions and guarantee the validity of school running licenses. 5.2 Party B hereby promises: 5.2.1 to support Party A to transact the full transfer/alteration affair of shareholders, directors, supervisors, legal representative related with this equity transfer, the annual inspection/annual auditing of school3 educational institutions, the alteration registration work of legal representative/principal and directors and the signature of all documents required at the relevant competent authorities including the industrial and commercial administration, civil administration and education; 5.2.2 Party B or the third party specified satisfies the conditions to accept the agreement object regulated by the law before transacting the equity alteration registrationregistration and the normal implementation of equity transfer legal procedures won’t be influenced due to the limitation of the conditions of Party B or the third party specified itself; while it is excluded if Party B does not satisfy the above-mentioned conditions but specifies the third party in written, and the third party specified by Party B must satisfy the above-mentioned conditions; 5.2.3 Party B has adequate capital capacity money to purchase the agreement objectobject and guarantees to be able to pay the transfer price according to the regulation of this agreement; 5.2.4 to implement all the rights and obligations related with the equity and those owned by Party A in the memorandum of Sichuan Jilin Kid Castle prudently in the interior before the alteration procedures are completed.