Common use of Commitments and Obligations Clause in Contracts

Commitments and Obligations. 6.1 The Seller undertakes that, during the period from the Signing Date to the Closing Date, except as otherwise provided in this Agreement, it shall comply with the relevant provisions set forth in Annex 4 hereto to the extent permitted by Applicable Laws. 6.2 The Purchaser undertakes that, during the period from the Signing Date to the Closing Date, the Purchaser shall use its best efforts to ensure that the Conditions Precedent for the Seller’s sale of equity as stipulated in Section 4.1 are satisfied as soon as possible after the Signing Date of this Agreement, and shall bear the costs incurred therefrom. 6.3 The Parties confirm and agree that, except for the commitments or warranties made by one Party to the other Party pursuant to this Agreement, any other statements, commitments or predictions made by either Party or any member of its Affiliates or Group Companies, whether on its own behalf or on behalf of others, shall not constitute the basis for any claims by the other Party under or in connection with this Agreement or any transaction document. In particular, neither Party has made any representations or warranties as to the accuracy of any projections, estimates, expectations, statements of intent or opinions provided to the other Party, its Affiliates or the advisors of the other Party or its Affiliates on or prior to the Signing Date of this Agreement. 6.4 The Purchaser agrees and covenants to the Seller (the Seller for itself and on behalf of each Affiliate referred to herein) that the Purchaser and/or its Affiliates shall have no claims and shall waive and not assert any claims against any of the following persons that the Purchaser may have relied upon prior to agreeing to any term of this Agreement or any other transaction document or prior to the execution of this Agreement or any other transaction document: (a) any employee, director, officer, advisor or agent of any Group Company; or (b) any employee, director, officer, advisor or agent of the Seller or any of its Affiliates. For the avoidance of doubt, notwithstanding the foregoing, the Purchaser may assert against the Seller any claim for breach of the relevant provisions of this Agreement by the Seller. ​ ​

Commitments and Obligations. 6.1 The Seller shall provide the documents required for foreign exchange registration in accordance with the requirements of the regulatory authorities and shall cause the Company to apply for foreign exchange registration within five (5) Business Days after ​ completing the industrial and commercial change registration and filing procedures. 6.2 The Seller undertakes that, during the period from the Signing Execution Date to the Closing Date, except as otherwise provided in this Agreement, it shall comply with the relevant provisions set forth in Annex 4 3 hereto to the extent permitted by Applicable Laws. 6.2 6.3 The Purchaser undertakes that, during irrevocably agrees to ensure that the period from the Signing Date Purchaser’s Affiliate agrees to the Closing Date35% Equity Transaction and waives the exercise of the preemptive right; if the 35% Equity Transaction fails to be closed due to the Purchaser or/and its Affiliates’ breach of this provision, the Purchaser shall use its best efforts compensate the Seller for all Losses suffered from the failure to ensure that close the Conditions Precedent for the Seller’s sale of equity as stipulated in Section 4.1 are satisfied as soon as possible after the Signing Date of this Agreement, and shall bear the costs incurred therefrom35% Equity Transaction. 6.3 6.4 The Parties confirm and agree that, except for the commitments or warranties made by one Party to the other Party pursuant to this Agreement, any other statements, commitments or predictions made by either Party or its Affiliate or any member of its Affiliates or the Group Companies, whether by itself or on its own behalf or on behalf of othersbehalf, shall not constitute the basis for any claims by the other Party under or in connection with this Agreement or any transaction documentdocuments. In particular, neither Party has made any representations or warranties as to the accuracy of any projectionsforecast, estimatesestimate, expectationsexpectation, statements of intent or opinions provided to the other Party, its Affiliates Affiliate or the advisors of the other Party or its Affiliates Affiliate on or prior to the Signing Execution Date of this Agreement. 6.4 6.5 The Purchaser agrees and covenants Parties undertake that, during the period from the Execution Date to the Seller Closing Date: the Parties shall use their best efforts to ensure that the Conditions Precedent stipulated in Articles 4.1, 4.2 and 4.3 are satisfied in a timely manner after the Execution Date of this Agreement, and each Party shall bear the expenses incurred therefrom. 6.6 The Parties agree and undertake to the other Party (the Seller one Party for itself and on behalf of each Affiliate referred to hereinin Article 6.6 of this Agreement) that the Purchaser and/or its Affiliates shall each Party does not have no claims and shall waive and not assert any claims claim against any of the following persons that of the Purchaser other Party on whom it may have relied upon prior to agreeing to any term of this Agreement or any other transaction document or prior to the execution of entering into this Agreement or any other transaction document, and will waive and not assert any claim against the following persons: (a) any employee, director, officer, advisor or agent of any of the Group CompanyCompanies; or (b) any employee, director, officer, advisor or agent of either Party and its Affiliate. 6.7 For obtaining all consents, approvals or actions from any Governmental Authority required under Articles 4.1 and 4.3, the Seller or any of its AffiliatesPurchaser shall bear the primary responsibility and take all necessary measures. For the avoidance of doubt, notwithstanding if the foregoingPurchaser needs to disclose information about the Seller or its Affiliate in obtaining all consents, approvals or actions from any Governmental Authority, the Purchaser may assert against shall obtain the Seller’s prior consent, but the Seller any claim for breach shall not affect the progress and outcome of the Purchaser’s obtaining of consents and approvals from the Governmental Authority. For this purpose: 6.7.1 The Purchaser confirms that the necessary government approvals and filings for this Transaction under Applicable Laws are the approvals by the Governmental Authority and Antitrust Review as described in Article 4.3.3; 6.7.2 In addition to the above provisions, if the Purchaser becomes aware of any other Governmental Authority’s filing, procedure or action of a similar nature ​ required by Applicable Laws at that time (“Other Government Approval Procedures”)before the Closing, it shall promptly and within at least two (2) Business Days after becoming aware of it, notify the Seller in writing; the Parties agree that the completion of the above filing or other procedures shall be limited to the extent necessary for this Transaction; 6.7.3 With respect to any communication regarding any such consent, approval or action required for the Closing of this Transaction between the Purchaser and any Governmental Authority, the Purchaser shall promptly (in any event within two (2) Business Days) notify the Seller (and provide reasonable details); 6.7.4 During the process of the Purchaser submitting the declaration of concentration of undertakings and Other Government Approval Procedures as described in Article 6.7.2 (if any), without affecting the progress and outcome of the declaration, the Purchaser shall provide the Seller with drafts of relevant provisions declaration and communications submitted to the Governmental Authority, and listen to the reasonable opinions and requests of the Seller and its advisors; 6.7.5 During the process of the Purchaser submitting the declaration of concentration of undertakings and Other Government Approval Procedures (if any) as described in Article 6.7.2, without affecting the progress and outcome of the declaration, the Purchaser shall communicate with the Seller on the progress of the declaration or filing, and discuss relevant optimization strategies with the Seller, so as to obtain the relevant consent, approval or action from the Governmental Authority at the earliest reasonable opportunity. 6.8 Without affecting the performance of this Agreement by the Seller. ​ ​Parties, neither Party nor its Affiliate shall take any action that may delay, impair or prevent the satisfaction of Articles 4.1, 4.2, 4.3 of this Agreement or have an adverse effect on this Transaction. 6.9 The Seller shall and shall use commercially reasonable efforts to cause the Company to cooperate to the extent necessary to complete the Antitrust Review required for this Transaction; the Purchaser shall and shall ensure the Purchaser’s Affiliate to cooperate with GP Health to complete the Antitrust Review (if required) for the 35% Equity Transaction.