Common use of REPRESENTATIONS AND WARRANTIES OF NAVER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF NAVER. 1. (Existence and Authority) NAVER is duly and validly organized and existing under the laws of the Republic of Korea and has the full corporate power and authority to operate the business currently operated. 2. (Execution and Performance of the Business Integration Agreement) The execution and performance of the Business Integration Agreement by NAVER is an act which falls within the scope of its purpose and NAVER has the full corporate power and authority to duly and validly execute and perform the Business Integration Agreement. NAVER implements all the procedures required by Laws and Regulations, and the articles of incorporation and other internal rules of NAVER with respect to the execution and performance of the Business Integration Agreement. 3. (Enforceability) The Business Integration Agreement is duly and validly executed on the date of execution of the Business Integration Agreement and constitutes a legal, valid and binding obligation of NAVER upon execution by the other Parties. The Business Integration Agreement is enforceable against NAVER in accordance with its terms, except as the enforceability of the performance is restricted under Laws and Regulations or the principle of good faith. 4. (No Conflict with Laws and Regulations) The execution and performance of the Business Integration Agreement by NAVER does not (i) violate Laws and Regulations; (ii) violate the articles of incorporation or any other internal rules of NAVER; (iii) constitute the Event of Default with respect to the Contracts to which NAVER is a party; or (iv) violate the Governmental Body Decisions. 5. (Anti-social Forces) NAVER is not an Anti-social Force or has never been an Anti-social Force in the past. To the Knowledge of NAVER, NAVER is not associated with Anti-social Forces or has never been associated with Anti-social Forces in the past.