Common use of Representations and Warranties by Party A Clause in Contracts

Representations and Warranties by Party A. Party A hereby represents and warrants to Party B as follows: 7.1 It is a company with limited liability duly incorporated and legally existing under the Laws of the PRC with an independent legal person status, has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a party to lawsuit. 7.2 It has full corporate power and authority to execute and deliver this Agreement and all the other documents to be signed by it in relation to the transaction referred to herein, and has the full power and authority to complete the transaction referred to herein. This Agreement shall be executed and delivered by it legally and properly. This Agreement constitutes the legal and binding obligations on it and is enforceable against it in accordance with its terms. 7.3 It has the complete business licenses necessary for its operation as of the effective date hereof and adequate rights and qualifications to operate Party A’s Business being conducted by it in China. 7.4 It shall, within fifteen (15) business days after the close of each quarter, provide Party B with the financial statements of such quarter and the budget for the next quarter, and shall, within thirty (30) business days after the close of each year, provide Party B with the financial statement of such year and the budget for the next year. 7.5 It shall notify Party B promptly of any circumstance that has or may have a material adverse effect on Party A’s Business and its operation, and shall use its best effort to prevent the occurrence of such circumstance and/or increase of losses. 7.6 Without the written consent of Party B, Party A shall not in any way dispose of any asset that is of significance to Party A, nor change the existing shareholding structure of Party A. 7.7 Once Party B makes a written request, Party A shall use all its trade receivables and/or all other assets that are legally owned and may be disposed of by it at that time in the manner permitted by the Laws then in effect as the guarantee for the performance of its payment obligation under Article 3 hereof. 7.8 It shall indemnify and hold Party B harmless against all losses suffered or likely to be suffered by it due to the provision of the Service by Party B, including without limitation, any loss resulting from any litigation, demand, arbitration or claim by any third party against it or from administrative investigation or penalty by government authorities, provided, however, that no indemnification is available for any losses caused by a willful default or gross negligence of Party B.

Representations and Warranties by Party A. Party A hereby represents and warrants to Party B as follows: 7.1 It is a company with limited liability duly incorporated and legally existing under the Laws of the PRC with an independent legal person status, has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a party to lawsuit. 7.2 It has full corporate power and authority to execute and deliver this Agreement and all the other documents to be signed by it in relation to the transaction referred to herein, and has the full power and authority to complete the transaction referred to herein. This Agreement shall be executed and delivered by it legally and properly. This Agreement constitutes the legal and binding obligations on it and is enforceable against it in accordance with its terms. 7.3 It has the complete business licenses necessary for its operation as of the effective date hereof and adequate rights and qualifications to operate Party A’s Business being conducted by it in China. 7.4 It shall, within fifteen (15) business days after the close of each quarter, provide Party B with the financial statements of such the quarter to which they relate and the a budget for the next quarter, and shall, within thirty (30) business days after the close of each year, provide Party B with the financial statement of such the year to which they relate and the a budget for the next year. 7.5 It shall notify Party B promptly of any circumstance that has or may have a material adverse effect on Party A’s Business and its operation, and shall use its best effort to prevent the occurrence of such circumstance and/or increase of losses. 7.6 Without the written consent of Party B, Party A shall not in any way dispose of any asset that is of significance to Party A, nor change the existing shareholding structure of Party A. 7.7 Once Party B makes a written request, Party A shall use all its trade receivables and/or all other assets that are legally owned and may be disposed of by it at that time in the manner permitted by the Laws then in effect as the guarantee for the performance of its payment obligation under Article 3 hereof. 7.8 It shall indemnify and hold Party B harmless against all losses suffered or likely to be suffered by it due to the provision of the Service by Party B, including without limitation, any loss resulting from any litigation, demand, arbitration or claim by any third party against it or from administrative investigation or penalty by government authorities, provided, however, that no indemnification is available for any losses caused by a willful default or gross negligence of Party B.

Representations and Warranties by Party A. Party A hereby represents and warrants to Party B as followsthat: 7.1 7.1. It is a company with limited liability company duly incorporated registered and legally lawfully existing under the PRC Laws of the PRC with an independent legal person statuspersonality, has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, Agreement and may act independently ▇▇▇ or be sued as a party to lawsuitan independent party. 7.2 7.2. It has full internal corporate power and authority to execute and deliver this Agreement and all the other documents to be signed executed by it in relation to connection with the transaction referred to herein, and has the transactions contemplated hereunder as well as full power and authority to complete consummate the transaction referred to hereintransactions contemplated hereunder. This Agreement shall will be lawfully and duly executed and delivered by it legally it, and properly. This Agreement constitutes the will constitute its legal and binding obligations on it and is enforceable against it in accordance with its terms. 7.3 7.3. It has the complete business licenses necessary for its operation as of the effective date hereof and adequate rights and qualifications to operate Party A’s Business being conducted by it in China. 7.4 It shall, within fifteen (15) business days after the close of each quarter, provide shall timely inform Party B with the financial statements of such quarter and the budget for the next quarter, and shall, within thirty (30) business days after the close of each year, provide Party B with the financial statement of such year and the budget for the next year. 7.5 It shall notify Party B promptly of any circumstance that which has or may is likely to have a material adverse effect on Party A’s A Business and its operation, or operation thereof and shall use its best effort efforts to prevent the occurrence of such circumstance and/or increase the expansion of losses. 7.6 7.4. Without the written consent of Party B, Party A shall will not in any way dispose of any asset that is of significance to Party A, nor its material assets or change the existing its current shareholding structure in whatsoever manner. 7.5. Party A has obtained all operation licenses and certificates required for its operation upon the effectiveness of this Agreement, and has full rights and qualification to operate its current Party A.A Business within PRC. 7.7 Once 7.6. Upon Party B makes a B’s written request, Party A shall will use all of its trade accounts receivables and/or all other assets that are legally owned and may be disposed of by it at that time disposable properties as guaranty in the manner a way as permitted by the then applicable Laws then in effect as the guarantee for the its performance of its payment obligation under Article as set forth in Section 3 hereofhereunder. 7.8 It shall 7.7. Party A will indemnify and hold Party B harmless against any and all losses suffered or likely to may be suffered by it due to the Party B as a result of its provision of the Service by Party Bservice, including without limitation, but not limited to any loss resulting resulted from any litigation, demandrecovery, arbitration or claim claims by any third party against it Party B, or resulted from administrative investigation or penalty by government authorities, provided, however, that no indemnification is available for any if such losses caused by a willful default are resulted from Party B’s intention or gross negligence of negligence, Party B.A is not obliged to indemnify such losses. 7.8. Without Party B’s written consent, Party A shall not execute any other agreement or arrangement which conflicts with the provisions hereunder or may damage Party B’s rights hereunder.

Representations and Warranties by Party A. Party A hereby represents and warrants to Party B as follows: 7.1 It it is a company with limited liability company duly incorporated organized and legally validly existing under the Laws of the PRC laws with an independent legal person status, corporate personality and has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a party to lawsuit.subject of actions; 7.2 It it has full corporate internal power and authority authorization to execute and deliver this Agreement and all the other documents to be signed by it in relation related to the transaction referred contemplated hereunder and to hereinbe executed by it, and it has the full power and authority authorization to complete the transaction referred to hereincontemplated hereunder. This Agreement shall be lawfully and duly executed and delivered by it legally and properly. This Agreement constitutes the shall constitute a legal and binding obligations on it and is obligation, enforceable against it in accordance with its termspursuant to the terms hereof. 7.3 It it has the obtained complete business licenses permits necessary for its operation as operations upon effectiveness of the effective date hereof and adequate this Agreement; it has sufficient rights and qualifications qualification to operate conduct the Party A’s Business being as currently conducted by it in Chinawithin the PRC. 7.4 It it shall, within fifteen (15) business working days after the close end of each quarter, provide Party B with within the financial statements of such that quarter and the budget for the next quarter, quarter and shall, within thirty (30) business working days after the close end of each year, provide Party B with the financial statement statements of such that year and the budget for the next year. 7.5 It it shall notify Party B promptly in a timely manner of any circumstance that which has or may have a material adverse effect on the Party A’s Business and its operationoperations, and shall use make its best effort efforts to prevent the occurrence of such circumstance and/or increase of further losses. 7.6 Without the without written consent of from Party B, Party A shall not not, in any way way, dispose of any asset that is of significance to Party A, nor its material assets or change the existing its current shareholding structure of Party A.structure. 7.7 Once Upon Party B makes a B’s written request, Party A shall will use all its trade receivables the accounts receivable and/or all other assets that are legally owned it lawfully owns and may be disposed has the right to dispose of by it at that time in the manner permitted by the Laws then in effect as the guarantee for the its performance of its the payment obligation under obligations in Article 3 hereofhereof in the manner then permitted by laws. 7.8 It shall it will indemnify and hold harmless Party B harmless against all losses suffered which it suffers or likely to be suffered by it due to may suffer in connection with the provision of the Service by Party BService, including without limitationbut not limited to, any loss resulting from any litigation, demand, arbitration or and claim raised by any third party against it or Party B as well as losses from administrative investigation or penalty by government authoritiesentities. However, provided, however, that no indemnification is available for any the losses caused by arising as a willful default result of the intentional misconduct or gross negligence of Party B.B shall be excluded from indemnification.