Common use of REPRESENTATIONS AND WARRANTIES OF THE ACQUIRER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE ACQUIRER. The Acquirer represents and warrants to the Target Shareholder (and acknowledges that the Target Shareholder is relying on these representations and warranties in completing the transactions contemplated hereby and by the Merger Agreement) that it is a company incorporated and validly existing under the laws of British Virgin Islands and has all necessary corporate power, authority and capacity to enter into this Agreement and the Merger Agreement and to carry out its obligations under this Agreement and the Merger Agreement. The execution and delivery of this Agreement and the Merger Agreement and the consummation of the transactions contemplated by this Agreement and the Merger Agreement have been duly authorized by all necessary corporate action on the part of the Acquirer. This Agreement constitutes a valid and binding obligation of the Acquirer enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

REPRESENTATIONS AND WARRANTIES OF THE ACQUIRER. The Acquirer represents and warrants to the Target Acquirer Shareholder (and acknowledges that the Target Acquirer Shareholder is relying on these representations and warranties in completing the transactions contemplated hereby and by the Merger Agreement) that it is a company incorporated and validly existing under the laws of British Virgin Islands and has all necessary corporate power, authority and capacity to enter into this Agreement and the Merger Agreement and to carry out its obligations under this Agreement and the Merger Agreement. The execution and delivery of this Agreement and the Merger Agreement and the consummation of the transactions contemplated by this Agreement and the Merger Agreement have been duly authorized by all necessary corporate action on the part of the Acquirer. This Agreement constitutes a valid and binding obligation of the Acquirer enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.