Common use of Representations and Warranties of WFOE Clause in Contracts

Representations and Warranties of WFOE. 独资企业向上海谨务作出如下陈述和保证并与上海谨务协定如下： The WFOE represents and warrants to Shanghai Jinwu and agrees with Shanghai Jinwu as follows: (a) The WFOE is a wholly foreign-owned enterprise, duly organized and validly existing under the laws of the PRC; (b) The WFOE has full corporate power required to execute and deliver this Agreement and perform its obligations hereunder. Upon execution, this Agreement shall constitute legal, valid and binding obligations of the WFOE, and is enforceable against it in accordance with its terms; Neither the execution of this Agreement nor the performance by the WFOE of its obligations hereunder will conflict with, violate or breach: (i) any provisions of the business license or articles of association of the WFOE; (ii) any law, by-law, regulation, authorization or approval of any governmental agency or agency applicable to the WFOE or (iii) Any provision of contracts and agreements to which the WFOE is a party or a subject; (c) There are no pending or, to the knowledge of the WFOE, threatened litigation, arbitration, legal, administrative or other proceedings or governmental investigation against the WFOE with respect to the subject matter of this Agreement or that could affect in any way the ability of the WFOE to enter into or perform this Agreement; and (d) All documents, statements and materials in the possession of the WFOE from any Governmental Authority in connection with the transactions contemplated hereby have been disclosed to Shanghai Jinwu and no document previously provided by the WFOE to Shanghai Jinwu contains any untrue statement of material fact or omits to state any material fact necessary to make the statements contained in this Agreement not misleading.

Representations and Warranties of WFOE. 独资企业向上海谨务作出如下陈述和保证并与上海谨务协定如下： The WFOE represents and warrants to Shanghai Jinwu Antuo and agrees with Shanghai Jinwu Antuo as follows: (a) The WFOE is a wholly foreign-owned enterprise, duly organized and validly existing under the laws of the PRC; (b) The WFOE has full corporate power required to execute and deliver this Agreement and perform its obligations hereunder. Upon execution, this Agreement shall constitute legal, valid and binding obligations of the WFOE, and is enforceable against it in accordance with its terms; Neither the execution of this Agreement nor the performance by the WFOE of its obligations hereunder will conflict with, violate or breach: (i) any provisions of the business license or articles of association of the WFOE; (ii) any law, by-law, regulation, authorization or approval of any governmental agency or agency applicable to the WFOE or (iii) Any provision of contracts and agreements to which the WFOE is a party or a subject; (c) There are no pending or, to the knowledge of the WFOE, threatened litigation, arbitration, legal, administrative or other proceedings or governmental investigation against the WFOE with respect to the subject matter of this Agreement or that could affect in any way the ability of the WFOE to enter into or perform this Agreement; and (d) All documents, statements and materials in the possession of the WFOE from any Governmental Authority in connection with the transactions contemplated hereby have been disclosed to Shanghai Jinwu Antuo and no document previously provided by the WFOE to Shanghai Jinwu Antuo contains any untrue statement of material fact or omits to state any material fact necessary to make the statements contained in this Agreement not misleading.