Common use of Representations Warranties and Covenants of the Parties Clause in Contracts

Representations Warranties and Covenants of the Parties. Each party, for and as to itself only, hereby makes the following representations, warranties, and covenants for the benefit of the other parties: (a) Such party is and will remain a legal entity duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Such party has, in all material respects, full power and authority to own its properties and conduct its business as presently owned or conducted. Such party has and will have, in all material respects, full power and authority to execute, deliver, and perform its obligations under this Agreement. (b) Such party is and will remain duly qualified to do business, is and will remain in good standing as a foreign entity (or is exempt from such requirements), and has obtained and will retain all necessary licenses and approvals, in each jurisdiction in which its obligations under this Agreement require such qualification, except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations under this Agreement. (c) Such party’s execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of such party. (d) This Agreement constitutes a legal, valid, and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or other similar laws affecting creditors’ rights generally or by general principles of equity. (e) The execution and delivery of this Agreement by such party, and the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with, violate or result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which such party is a party or by which it or its properties are bound. (f) The execution and delivery of this Agreement by such party, the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with or violate any Requirements of Law applicable to such party. (g) There are no proceedings or investigations pending or, to the best knowledge of such party, threatened against such party before any Governmental Authority seeking to prevent the consummation of any of the transactions contemplated by this Agreement or seeking any determination or ruling that, in the reasonable judgment of such party, would materially and adversely affect the performance by such party of its obligations under this Agreement. (h) All authorizations, consents, orders, or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected, or given by such party in connection with the execution and delivery of this Agreement by such party, and the performance of the transactions contemplated by this Agreement by such party, have been duly obtained, effected, or given and are and will remain in full force and effect.

Representations Warranties and Covenants of the Parties. Each party, severally and for and as to itself only, hereby makes the following representations, warranties, and covenants for the benefit of the other partiesparty: (a) Such party is and will remain a legal entity duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Such party has, in all material respects, full power and authority to own its properties and conduct its business as presently owned or conducted. Such party has and will have, in all material respects, full power and authority to execute, deliver, and perform its obligations under this Agreement. (b) Such party is and will remain duly qualified to do business, is and will remain in good standing as a foreign entity (or is exempt from such requirements), and has obtained and will retain all necessary licenses and approvals, in each jurisdiction in which its obligations under this Agreement require such qualification, except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations under this Agreement. (c) Such party’s execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of such party. (d) This Agreement constitutes a legal, valid, and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or other similar laws affecting creditors’ rights generally or the rights of creditors of national banking associations or by general principles of equity. (e) The execution and delivery of this Agreement by such party, and the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with, violate or result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which such party is a party or by which it or its properties are bound. (f) The execution and delivery of this Agreement by such party, the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with or violate any Requirements of Law applicable to such party. (g) There are no proceedings or investigations pending or, to the best knowledge of such party, threatened against such party before any Governmental Authority seeking to prevent the consummation of any of the transactions contemplated by this Agreement or seeking any determination or ruling that, in the reasonable judgment of such party, would materially and adversely affect the performance by such party of its obligations under this Agreement. (h) All authorizations, consents, orders, or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected, or given by such party in connection with the execution and delivery of this Agreement by such party, and the performance of the transactions contemplated by this Agreement by such party, have been duly obtained, effected, or given and are and will remain in full force and effect.

Representations Warranties and Covenants of the Parties. Each party, severally and for and as to itself only, hereby makes the following representations, warranties, and covenants for the benefit of the other parties: (a) Such party is and will remain a legal entity duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Such party has, in all material respects, full power and authority to own its properties and conduct its business as presently owned or conducted. Such party has and will have, in all material respects, full power and authority to execute, deliver, and perform its obligations under this Agreement. (b) Such party is and will remain duly qualified to do business, is and will remain in good standing as a foreign entity (or is exempt from such requirements), and has obtained and will retain all necessary licenses and approvals, in each jurisdiction in which its obligations under this Agreement require such qualification, except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations under this Agreement. (c) Such party’s execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of such party. (d) This Agreement constitutes a legal, valid, and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or other similar laws affecting creditors’ rights generally or the rights of creditors of national banking associations or by general principles of equity. (e) The execution and delivery of this Agreement by such party, and the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with, violate or result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which such party is a party or by which it or its properties are bound. (f) The execution and delivery of this Agreement by such party, the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with or violate any Requirements of Law applicable to such party. (g) There are no proceedings or investigations pending or, to the best knowledge of such party, threatened against such party before any Governmental Authority seeking to prevent the consummation of any of the transactions contemplated by this Agreement or seeking any determination or ruling that, in the reasonable judgment of such party, would materially and adversely affect the performance by such party of its obligations under this Agreement. (h) All authorizations, consents, orders, or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected, or given by such party in connection with the execution and delivery of this Agreement by such party, and the performance of the transactions contemplated by this Agreement by such party, have been duly obtained, effected, or given and are and will remain in full force and effect.

Representations Warranties and Covenants of the Parties. Each party, for and as to itself only, hereby makes the following representations, warranties, and covenants for the benefit of the other parties: (a) Such party is and will remain a legal entity duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Such party has, in all material respects, full power and authority to own its properties and conduct its business as presently owned or conducted. Such party has and will have, in all material respects, full power and authority to execute, deliver, and perform its obligations under this Agreement. (b) Such party is and will remain duly qualified to do business, is and will remain in good standing as a foreign entity (or is exempt from such requirements), and has obtained and will retain all necessary licenses and approvals, in each jurisdiction in which its obligations under this Agreement require such qualification, except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations under this Agreement. (c) Such party’s 's execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of such party. (d) This Agreement constitutes a legal, valid, and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or other similar laws affecting creditors’ ' rights generally or by general principles of equity. (e) The execution and delivery of this Agreement by such party, and the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with, violate or result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which such party is a party or by which it or its properties are bound. (f) The execution and delivery of this Agreement by such party, the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with or violate any Requirements of Law applicable to such party. (g) There are no proceedings or investigations pending or, to the best knowledge of such party, threatened against such party before any Governmental Authority seeking to prevent the consummation of any of the transactions contemplated by this Agreement or seeking any determination or ruling that, in the reasonable judgment of such party, would materially and adversely affect the performance by such party of its obligations under this Agreement. (h) All authorizations, consents, orders, or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected, or given by such party in connection with the execution and delivery of this Agreement by such party, and the performance of the transactions contemplated by this Agreement by such party, have been duly obtained, effected, or given and are and will remain in full force and effect.

Representations Warranties and Covenants of the Parties. Each party, for and as to itself only, hereby makes the following representations, warranties, and covenants for the benefit of the other partiesparty: (a) Such party is and will remain a legal entity duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Such party has, in all material respects, full power and authority to own its properties and conduct its business as presently owned or conducted. Such party has and will have, in all material respects, full power and authority to execute, deliver, and perform its obligations under this Agreement. (b) Such party is and will remain duly qualified to do business, is and will remain in good standing as a foreign entity (or is exempt from such requirements), and has obtained and will retain all necessary licenses and approvals, in each jurisdiction in which its obligations under this Agreement require such qualification, except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations under this Agreement. (c) Such party’s 's execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of such party. (d) This Agreement constitutes a legal, valid, and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or other similar laws affecting creditors’ ' rights generally or by general principles of equity. (e) The execution and delivery of this Agreement by such party, and the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with, violate or result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which such party is a party or by which it or its properties are bound. (f) The execution and delivery of this Agreement by such party, the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with or violate any Requirements of Law applicable to such party. (g) There are no proceedings or investigations pending or, to the best knowledge of such party, threatened against such party before any Governmental Authority seeking to prevent the consummation of any of the transactions contemplated by this Agreement or seeking any determination or ruling that, in the reasonable judgment of such party, would materially and adversely affect the performance by such party of its obligations under this Agreement. (h) All authorizations, consents, orders, or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected, or given by such party in connection with the execution and delivery of this Agreement by such party, and the performance of the transactions contemplated by this Agreement by such party, have been duly obtained, effected, or given and are and will remain in full force and effect.

Representations Warranties and Covenants of the Parties. Each party, for and as to itself only, hereby makes the following representations, warranties, and covenants for the benefit of the other partiesparty: (a) Such party is and will remain a legal entity duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Such party has, in all material respects, full power and authority to own its properties and conduct its business as presently owned or conducted. Such party has and will have, in all material respects, full power and authority to execute, deliver, and perform its obligations under this Agreement. (b) Such party is and will remain duly qualified to do business, is and will remain in good standing as a foreign entity (or is exempt from such requirements), and has obtained and will retain all necessary licenses and approvals, in each jurisdiction in which its obligations under this Agreement require such qualification, except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations under this Agreement. (c) Such party’s execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of such party. (d) This Agreement constitutes a legal, valid, and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or other similar laws affecting creditors’ rights generally or by general principles of equity. (e) The execution and delivery of this Agreement by such party, and the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with, violate or result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which such party is a party or by which it or its properties are bound. (f) The execution and delivery of this Agreement by such party, the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with or violate any Requirements of Law applicable to such party. (g) There are no proceedings or investigations pending or, to the best knowledge of such party, threatened against such party before any Governmental Authority seeking to prevent the consummation of any of the transactions contemplated by this Agreement or seeking any determination or ruling that, in the reasonable judgment of such party, would materially and adversely affect the performance by such party of its obligations under this Agreement. (h) All authorizations, consents, orders, or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected, or given by such party in connection with the execution and delivery of this Agreement by such party, and the performance of the transactions contemplated by this Agreement by such party, have been duly obtained, effected, or given and are and will remain in full force and effect.

Representations Warranties and Covenants of the Parties. Each party, for The Parties represent and as warrant to itself only, hereby makes the following representations, warranties, and covenants for the benefit of the other partiesone another that: (a) Such party is and will remain a Party has the legal entity duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Such party hasright, in all material respects, full power capacity and authority to own its properties and conduct its business as presently owned or conducted. Such party has and will have, in all material respects, full power and authority to execute, deliver, and perform its obligations under enter into this Agreement.; (b) Such party is and will remain duly qualified to do business, is and will remain in good standing as a foreign entity (or is exempt from such requirements), and Party has obtained and will retain taken all necessary licenses corporate and approvalslegal actions, in each jurisdiction in which its obligations under this Agreement require such qualificationas applicable, except where to duly approve the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations under making and performance of this Agreement.; (c) Such party’s executionThis Agreement has been validly executed and delivered by such Party and constitutes its valid and binding obligation, delivery, and performance of this Agreement have been duly authorized by all necessary action on enforceable against the part of such party.Party in accordance with the terms hereof; (d) This Agreement constitutes a legal, valid, and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or other similar laws affecting creditors’ rights generally or by general principles of equity. (e) The Neither the execution and delivery nor performance of this Agreement by such partyParty constitutes or will constitute a violation or breach of such Party’s charter or bylaws (or comparable documents, and as applicable); (e) Neither the execution nor the performance by such party of the transactions contemplated by this AgreementAgreement will constitute a violation or breach of any law, and the fulfillment by such party of the terms hereof and thereof order, injunction, judgment, statute or regulation applicable to such partyParty or constitutes or will constitute a material default (or would, will not conflict with, violate or result in any breach of any of with the material terms and provisions of, or constitute (with or without notice or lapse passage of time or the giving of notice, or both, constitute such a default) a under any material default under, any indenture, contract, agreement, mortgage, deed of trust, agreement or other instrument to which such party Party is a party or by which it or its properties are is bound.; (f) The execution and delivery of this Agreement Such Party has not relied upon any document, statement, representation, promise, inducement, understanding or information made or provided by such party, the performance by such party of the transactions contemplated by any other Party or its representatives except as expressly set forth in this Agreement, and such Party has relied solely upon its own due diligence and independent judgment concerning this Agreement and the fulfillment by such party of the terms hereof and thereof applicable Party’s decision to such partyenter into this Agreement, will not conflict with or violate any Requirements of Law applicable to such party.except as set forth in this Agreement; (g) There are no proceedings Such Party has read this Agreement and fully understands all of its terms, covenants, conditions, provisions and obligations and such Party believes that this Agreement is a fair, just and reasonable resolution of the Matters in Dispute; (h) Such Party specifically acknowledges that this Agreement shall not be subject to any claim of impossibility or investigations pending ormistake of fact, that it expresses a full and complete settlement between the Parties, and that regardless of the adequacy or inadequacy of the consideration described herein, this Agreement is intended to be a final and complete settlement of the Matters in Dispute; (i) Such Party has not assigned or transferred any Claim or interest in any claim that is the subject of the releases in this Agreement; (j) Alvotech hereby represents and warrants as of the date hereof that, to the best of its knowledge, the use, making, manufacture, sale, vialing, batch release analytics, labeling and/or export of the Products do not and will not misappropriate any trade secrets, confidential information or other proprietary information of [***]; and (k) As Teva may request once in any period of [***] months or as a condition precedent to any future agreements, subject to any disclosures made in relation to events which, to the knowledge of such partyAlvotech or its Affiliates, threatened against such party before any Governmental Authority seeking occur after the date of this Agreement, Alvotech will be required to prevent again renew its representation to Teva during the consummation of any pendency of the transactions contemplated by this Agreement or seeking any determination or ruling Misappropriation Claims that the Representations and Warranties contained in Section 10.1 of the LDA with respect to the Misappropriation Claims, remain accurate and that, in to the reasonable judgment best of such party, would materially and adversely affect the performance by such party of its obligations under this Agreement. (h) All authorizations, consents, orders, or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected, or given by such party in connection with the execution and delivery of this Agreement by such partyAlvotech’s knowledge, and the performance in all material respects, pursuant to Section 9.1 of the transactions contemplated by this Agreement by such partyLDA, have been duly obtained, effected, or given each and are and will remain in full force and effectevery one of the allegations pertaining to the Misappropriation Claims is false.

Representations Warranties and Covenants of the Parties. 5.1 Each party, for Party represents and warrants to the other Party that as to itself only, hereby makes the following representations, warranties, and covenants for the benefit of the other partiesexecution date of this Agreement: (a) Such party Party is and will remain a an entity with legal entity person status, duly organized and validly existing in good standing under existing, and has the laws of the jurisdiction of its organization. Such party has, in all material respects, full power and authority to own enter into this Agreement and to perform its obligations hereunder. All action, corporate or otherwise, necessary to be taken by the board of directors or comparable governing body of such Party to authorize the execution, delivery and performance of this Agreement has been duly and validly taken. This Agreement, when executed and delivered, will constitute the valid and binding obligations of such Party, enforceable against such Party in accordance with its terms; (b) The execution, delivery and performance of this Agreement by such Party will not (i) conflict with, result in a breach or violation of or constitute (or with notice or lapse of time or both constitute) a default under, (A) the business license, articles of association, permits, government approval for its incorporation, agreements concerning its incorporation or any other charter documents of such Party, or (B) any Chinese Laws or other laws and regulations to or by which such party is subject or bound, or (C) any contracts or other documents to which such Party is a party or to or by which it (or any of its properties and conduct or assets) is subject or bound; (ii) result in the creation of, or give any person the right to create, any lien or encumbrance upon the assets of such Party; (iii) terminate or modify, or give any third party the right to terminate or modify, the provisions or terms of any contracts or other documents to which such Party is a party or to or by which it (or any of its business as presently owned properties or conducted. Such party has and will haveassets) is subject or bound; or (iv) result in any suspension, in all material respectsrevocation, full power and authority impairment, forfeiture or nonrenewal of any permits applicable to executesuch Party; (c) No lawsuit, deliver, and arbitration or other judicial or administrative proceeding is pending that would affect such Paty’s ability to perform its obligations under this Agreement., and to its knowledge, no such proceeding is threatened; and (bd) Such Party has disclosed to the other Party all contracts, government approvals, permits or other documents to which such party is and will remain duly qualified a party or to do business, is and will remain in good standing as a foreign entity or by which it (or any of its properties, assets or business) is exempt from such requirements)subject or bound, and has obtained and will retain all necessary licenses and approvals, in each jurisdiction in which its obligations under this Agreement require such qualification, except where the failure to so qualify or obtain licenses or approvals would not may have a material adverse effect on its ability to fully perform its obligations under this Agreement, and the documents provided by such Party to the other Party does not contain any inaccurate statement of or omit to state any material fact. (c) Such party’s execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of such party.5.2 UIB further covenants to ▇▇▇ ▇▇▇▇ Hua You that is shall: (da) This Agreement constitutes Pay the Service Fees in a legal, valid, and binding obligation of such party, enforceable timely manner to ▇▇▇ ▇▇▇▇ Hua You in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or other similar laws affecting creditors’ rights generally or by general principles of equity. (e) The execution and delivery of this Agreement by such party, and the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with, violate or result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which such party is a party or by which it or its properties are bound. (f) The execution and delivery of this Agreement by such party, the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with or violate any Requirements of Law applicable to such party. (g) There are no proceedings or investigations pending or, to the best knowledge of such party, threatened against such party before any Governmental Authority seeking to prevent the consummation of any of the transactions contemplated by this Agreement or seeking any determination or ruling that, in the reasonable judgment of such party, would materially and adversely affect the performance by such party of its obligations under this Agreement. (hb) All authorizationsDuring the Term of Service : (i) Continuously maintain the validity of its business licenses, consentspermits and qualifications; and (ii) Actively cooperate with ▇▇▇ ▇▇▇▇ Hua You in the provision of the Services, ordersadopt the reasonable advice and proposals presented by ▇▇▇ ▇▇▇▇ Hua You for UIB’s business. 5.3 During the Term of Service, without the prior written consent of ▇▇▇ ▇▇▇▇ Hua You, UIB shall not accept any services provided by any party other than ▇▇▇ ▇▇▇▇ Hua You, which are identical or approvals of or registrations or declarations with any Governmental Authority required similar to be obtained, effected, or given by such party in connection with the execution and delivery Services under Article 2.1 of this Agreement by Agreement. 5.4 Each Party warrants to the other Party that such partyParty shall sign all documents, and take all actions, that are necessary and appropriate in order to perform and achieve the performance purpose of the transactions contemplated by this Agreement by such party, have been duly obtained, effected, or given and are and will remain in full force and effectAgreement.

Representations Warranties and Covenants of the Parties. 4.1 Each party, for Party represents and warrants to the other Party that as to itself only, hereby makes the following representations, warranties, and covenants for the benefit of the other partiesexecution date of this Agreement: (a) Such party Party is and will remain a an entity with legal entity person status, duly organized and validly existing in good standing under existing, and has the laws of the jurisdiction of its organization. Such party has, in all material respects, full power and authority to own enter into this Agreement and to perform its obligations hereunder. All action, corporate or otherwise, necessary to be taken by the board of directors or comparable governing body of such Party to authorize the execution, delivery and performance of this Agreement has been duly and validly taken. This Agreement, when executed and delivered, will constitute the valid and binding obligations of such Party, enforceable against such Party in accordance with its terms; (b) The execution, delivery and performance of this Agreement by such Party will not (i) conflict with, result in a breach or violation of or constitute (or with notice or lapse of time or both constitute) a default under, (A) the business license, articles of association, permits, government approval for its incorporation, agreements concerning its incorporation or any other charter documents of such Party, or (B) any PRC Laws or other laws and regulations to or by which such party is subject or bound, or (C) any contracts or other documents to which such Party is a party or to or by which it (or any of its properties and conduct or assets) is subject or bound; (ii) result in the creation of, or give any person the right to create, any lien or encumbrance upon the assets of such Party; (iii) terminate or modify, or give any third party the right to terminate or modify, the provisions or terms of any contracts or other documents to which such Party is a party or to or by which it (or any of its business as presently owned properties or conducted. Such party has and will haveassets) is subject or bound; or (iv) result in any suspension, in all material respectsrevocation, full power and authority impairment, forfeiture or nonrenewal of any permits applicable to executesuch Party; (c) No lawsuit, deliver, and arbitration or other judicial or administrative proceeding is pending that would affect such Party’s ability to perform its obligations under this Agreement., and to its knowledge, no such proceeding is threatened; and (bd) Such Party has disclosed to the other Party all contracts, government approvals, permits or other documents to which such party is and will remain duly qualified a party or to do business, is and will remain in good standing as a foreign entity or by which it (or any of its properties, assets or business) is exempt from such requirements)subject or bound, and has obtained and will retain all necessary licenses and approvals, in each jurisdiction in which its obligations under this Agreement require such qualification, except where the failure to so qualify or obtain licenses or approvals would not may have a material adverse effect on its ability to fully perform its obligations under this Agreement, and the documents provided by such Party to the other Party does not contain any inaccurate statement of or omit to state any material fact. (c) Such party’s execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of such party.4.2 Heilongjiang Shuaiyi further covenants to ▇▇▇▇▇▇ ▇▇▇▇▇▇ that it shall: (da) This Agreement constitutes Pay the Service Fees in a legal, valid, and binding obligation of such party, enforceable timely manner to ▇▇▇▇▇▇ ▇▇▇▇▇▇ in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or other similar laws affecting creditors’ rights generally or by general principles of equity. (e) The execution and delivery of this Agreement by such party, and the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with, violate or result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which such party is a party or by which it or its properties are bound. (f) The execution and delivery of this Agreement by such party, the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with or violate any Requirements of Law applicable to such party. (g) There are no proceedings or investigations pending or, to the best knowledge of such party, threatened against such party before any Governmental Authority seeking to prevent the consummation of any of the transactions contemplated by this Agreement or seeking any determination or ruling that, in the reasonable judgment of such party, would materially and adversely affect the performance by such party of its obligations under this Agreement. (hb) All authorizationsDuring the Term of Service: (i) Continuously maintain the validity of its business licenses, consentspermits and qualifications; and (ii) Actively cooperate with ▇▇▇▇▇▇ ▇▇▇▇▇▇ in the provision of the Services, ordersadopt the reasonable advice and proposals presented by ▇▇▇▇▇▇ ▇▇▇▇▇▇ for Heilongjiang Shuaiyi’s business. 4.3 During the Term of Service, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇, Heilongjiang Shuaiyi shall not accept any services provided by any party other than ▇▇▇▇▇▇ ▇▇▇▇▇▇, which are identical or approvals of or registrations or declarations with any Governmental Authority required similar to be obtained, effected, or given by such party in connection with the execution and delivery Services under Article 1.1 of this Agreement by Agreement. 4.4 Each Party covenants to the other Party that such partyParty shall sign all documents, and take all actions, that are necessary and appropriate in order to perform and achieve the performance purpose of the transactions contemplated by this Agreement by such party, have been duly obtained, effected, or given and are and will remain in full force and effectAgreement.

Representations Warranties and Covenants of the Parties. Each party, for and as to itself only, hereby makes the following representations, warranties, and covenants for the benefit of the other parties: (a) Such party is and will remain a legal entity duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Such party has, in all material respects, full power and authority to own its properties and conduct its business as presently owned or conducted. Such party has and will have, in all material respects, full power and authority to execute, deliver, and perform its obligations under this Agreement. (b) Such party is and will remain duly qualified to do business, is and will remain in good standing as a foreign entity (or is exempt from such requirements), and has obtained and will retain all necessary licenses and approvals, in each jurisdiction in which its obligations under this Agreement require such qualification, except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations under this Agreement. (c) Such party’s execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of such party. (d) This Agreement constitutes a legal, valid, and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or other similar laws affecting creditors’ rights generally (or with respect to the Servicer, the rights of creditors of national banking associations) or by general principles of equity. (e) The execution and delivery of this Agreement by such party, and the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with, violate or result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which such party is a party or by which it or its properties are bound. (f) The execution and delivery of this Agreement by such party, the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with or violate any Requirements of Law applicable to such party. (g) There are no proceedings or investigations pending or, to the best knowledge of such party, threatened against such party before any Governmental Authority seeking to prevent the consummation of any of the transactions contemplated by this Agreement or seeking any determination or ruling that, in the reasonable judgment of such party, would materially and adversely affect the performance by such party of its obligations under this Agreement. (h) All authorizations, consents, orders, or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected, or given by such party in connection with the execution and delivery of this Agreement by such party, and the performance of the transactions contemplated by this Agreement by such party, have been duly obtained, effected, or given and are and will remain in full force and effect.

Representations Warranties and Covenants of the Parties. Each partyParty hereby represents and warrants to the other Party that, for and as to itself only, hereby makes the following representations, warranties, and covenants for the benefit of the other partiesdate of this Agreement: (a) Such party a. it is and will remain a legal entity body corporate duly organized incorporated and validly existing in good standing subsisting under the laws of the its jurisdiction of incorporation; b. it is not currently in default of any agreement or obligation material to it or to its organization. Such party has, in all material respects, operations; c. no proceedings are pending and it is not aware of any basis for the institution of any proceedings leading to the dissolution or winding-up of such Party or the placing of such Party into bankruptcy or subjecting such Party to any other laws governing insolvent persons; d. it has full power and authority to own its properties and conduct carry on its business as presently owned or conducted. Such party has and will have, in all material respects, full power and authority to execute, deliverexecute this Agreement, and perform the person executing or accepting this Agreement on its obligations under this Agreement. (b) Such party behalf is and will remain duly qualified fully authorized to do business, is and will remain in good standing as a foreign entity (or is exempt from such requirements), and has obtained and will retain all necessary licenses and approvals, in each jurisdiction in which its obligations under this Agreement require such qualification, except where so; e. neither the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations under this Agreement. (c) Such party’s execution, delivery, and performance delivery or acceptance of this Agreement nor the consummation of the transactions hereby contemplated will conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party or require any permit or approval from any governmental authority or stock exchange, other than as contemplated herein; f. neither the execution, delivery or acceptance of this Agreement violates or results in the breach of the laws of any jurisdiction applicable or pertaining to a Party or of its organizational documents; g. all corporate authorizations have been duly authorized obtained for the execution or acceptance of this Agreement and for the performance of its obligations hereunder; h. the covenants contained in this Agreement by all necessary action on the part a Party constitute legal, valid and binding obligations of such party. (d) This Agreement constitutes a legal, valid, and binding obligation of such partyParty, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or other similar laws affecting creditors’ rights generally or by general principles of equity. (e) The execution and delivery of this Agreement by such party, subject to the usual qualifications with respect to bankruptcy and the performance by such party availability of equitable remedies being within the transactions contemplated by this Agreement, and the fulfillment by such party discretion of the terms hereof and thereof applicable to such party, will not conflict with, violate or result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which such party is a party or by which it or its properties are bound. (f) The execution and delivery of this Agreement by such party, the performance by such party of the transactions contemplated by this Agreement, and the fulfillment by such party of the terms hereof and thereof applicable to such party, will not conflict with or violate any Requirements of Law applicable to such party. (g) There are no proceedings or investigations pending or, to the best knowledge of such party, threatened against such party before any Governmental Authority seeking to prevent the consummation of any of the transactions contemplated by this Agreement or seeking any determination or ruling that, in the reasonable judgment of such party, would materially and adversely affect the performance by such party of its obligations under this Agreement. (h) All authorizations, consents, orders, or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected, or given by such party in connection with the execution and delivery of this Agreement by such party, and the performance of the transactions contemplated by this Agreement by such party, have been duly obtained, effected, or given and are and will remain in full force and effect.court;