Common use of Representations and Warranties by the Borrowers Clause in Contracts

Representations and Warranties by the Borrowers. 3.1 The Borrowers represent and warrant to the Lenders that: (1) They have the legal qualifications and requisite authorities to execute this Agreement, exercise their rights and perform their duties under this Agreement; (2) None of their execution and performance of this Agreement is in violation of or conflict with any other agreements to which the Borrowers are a party, or any laws and regulations to which the Borrowers are subject; (3) All approvals, permits, consents, registrations or any other procedures necessary for the Borrowers to enter into this Agreement have been duly obtained or completed by the Borrowers and are sufficiently legal and valid, except those which are unobtainable due to current laws, regulations or reasons of competent government agency; (4) The Borrowers are the sole legal holders of the Transferred Shares and have not created security of any kind or nature upon the Transferred Shares. The ownership of the Transferred Shares is free from any dispute and may be legally transferred as the subject of share transfer. (5) Neither the Borrowers nor the Transferred Shares is involved in any pending or, according to the knowledge of the Borrowers, potential arbitrations, litigations or administrative proceedings which may have material adverse effect upon the financial condition of Netqin, the value of the Transferred Shares, or the Borrowers’ ability to perform their obligations under this Agreement. The Transferred Shares are free from any attachment or seizure arising from any assets security procedures; (6) The Borrowers own ninety-five percent (95%) shares of Netqin; (7) This Agreement, once executed, constitutes binding obligations on them; and (8) None of the Borrowers has committed or is involved in any criminal activity. 3.2 The Borrowers further represent, warrant and covenant to the Lenders that the representations and warranties under Section 3.1 will always be true and accurate during the term of this Agreement, subject to the facts, circumstances and laws then existing and applicable.