Common use of Guarantee and Commitment Clause in Contracts

Guarantee and Commitment. 4.1 Each party hereby represents and warrants to the other parties as follows: (1) The party has all necessary rights, capabilities and authority to enter into this Agreement and to perform all obligations and responsibilities under this Agreement; (2) The party has passed all necessary internal procedures for the signing of this contract and has obtained all necessary internal and external authorizations and approvals; (3) Signing and performing this Agreement will not violate any material contract or agreement that binds the party or its assets. 4.2 Party B and Party C respectively and jointly make the following further statements, warranties and commitments to Party A: (1) On the effective date of this Agreement, Party B is a domestic enterprise or natural person, legally owns the entire equity of Party C, and has full and effective disciplinary power over the equity. The registered capital of Party C has been fully paid. Except for the pledge set by the “Equity Pledge Agreement” signed by the parties and other rights agreed by Party A in writing, Party B’s shareholding in Party C does not contain any mortgage, pledge, guarantee or other third party rights. And are not subject to third party recourse; and no third party is entitled to assign, issue, sell, transfer or convert any equity of Party C in accordance with any share options, conversion rights, pre-emptive rights or other agreements. (2) During the term of this Agreement, Party B shall not transfer any equity of Party C to any third party or any collateral, pledge or other form of security or other third party interest, and guaranteed to be protected from third parties, except for the pledge set by the parties under the “Equity Pledge Agreement” or the prior written consent of Party A. (3) Subject to the relevant laws and regulations of China, Party B and Party C will extend Party C's operating period according to the time limit for which Party A is permitted to operate, so that it is equal to Party A's operating period. (4) During the term of this Agreement, Party B and Party C will do their utmost to maintain and increase the value of Party C's assets. Party unless prior written consent, shall not assign or otherwise dispose of the assets of Party C, or terminate any major agreement Party C as a party or enter into any agreement will adversely affect Party C 'assets and financial condition. (5) During the term of this Agreement, Party A's articles of association may not be revised or changed except with the prior written consent of Party A. (6) During the term of this Agreement, unless with Party A's prior written consent, it shall not increase or decrease the registered capital of Party C or change the capital contribution structure of Party C. (7) During the term of this Agreement, in addition to the payables arising from the ordinary course of business, Party ▇▇ ▇▇▇▇ agree with Party A before undertaking, inheriting or guaranteeing any debts after the effective date of this Agreement. (8) During the term of this Agreement, unless with the prior written consent of Party A, this Agreement shall not cause, approve or permit Party C to provide loans or merge with other entities, consolidate or invest in other entities after the effective date of this Agreement. (9) During the term of this Agreement, Party C's directors may not be replaced except with the prior written consent of Party A. (10) If Party C is liquidated or dissolved within the validity period of this Agreement, within the scope permitted by Chinese laws and regulations, Party B and Party C shall appoint the personnel recommended by Party A to form a liquidation group to manage Party C's property. Party B confirms that when Party C is liquidated or dissolved, regardless of whether the above-mentioned agreement of this Article is implemented, it agrees to deliver all the remaining property obtained by Party C to the Party or its designated third party in accordance with Chinese laws and regulations. (11) We will use our best efforts to develop Party C and Party C subsidiary bodies of the business and ensure its compliance with laws and regulations, will not take any action or omissions that will lead to the damage to the assets, goodwill or business license of Party C and Party C’s subsidiaries.

Guarantee and Commitment. 4.1 Each party hereby represents and warrants to the other parties as follows: (1) The party has all necessary rights, capabilities and authority to enter into this Agreement and to perform all obligations and responsibilities under this Agreement; (2) The party has passed all necessary internal procedures for the signing of this contract and has obtained all necessary internal and external authorizations and approvals; (3) Signing and performing this Agreement will not violate any material contract or agreement that binds the party or its assets. 4.2 Party B and Party C respectively and jointly make the following further statements, warranties and commitments to Party A: (1) On the effective date of this Agreement, Party B is a domestic enterprise or natural person, in China and legally owns the entire equity rights and interests of Party C, and has full and effective disciplinary power over the equityinterest. The registered Party C’s registration capital of Party C has or start-up funds (as the case may be) have been fully paid. Except for the pledge set by the “Equity Pledge Agreement” signed by the parties and other rights agreed by Party A in writing, Party B’s shareholding in Party C does not contain any mortgageB has no collateral, pledge, guarantee or other third party rights. And are rights in the rights and interests of Party C, and is not subject to third party recourse; and no any third party is entitled has no right to assignmake any purchase rights, issueconversion rights and priority equity or allocation, selldistribution, sale, transfer or convert any equity of interest in Party C in accordance with any share options, conversion rights, pre-emptive rights or other agreementsagreement requires. (2) During In the term period of this Agreement, Party B Party C shall not transfer any equity of Party C interest to any third party party, or set any collateralmortgage, pledge or other form of security guarantee or other third party interestrights and interests, and guaranteed to be protected from ensure recourse against a third parties, except for the pledge set by the parties under the “Equity Pledge Agreement” or the prior written consent of Party A.party. (3) Subject to the relevant laws and regulations of China, Party B and Party C will extend Party C's operating period (if applicable) according to the time limit for which Party A is permitted to operate, so that it is as to be equal to Party A's operating periodperiod (if applicable) . (4) During the term of this Agreement, Party B and Party C will do their utmost to maintain and increase the value of Party C's assets. Party unless prior written consent, shall not assign or otherwise dispose of the assets of Party C, or terminate any major agreement Party C as a party or enter into any agreement will adversely affect Party C 'assets and financial condition. (5) During the term of this Agreement, Party A's articles of association may not be revised or changed except with the prior written consent of Party A. (6) During the term of this Agreement, unless with Party A's prior written consent, it shall not increase or decrease the registered capital of Party C or change the capital contribution structure of Party C. (7) During the term of this Agreement, in addition to the payables arising from the ordinary course of business, Party ▇▇ ▇▇▇▇ agree with Party A before undertaking, inheriting or guaranteeing any debts after the effective date of this Agreement. (8) During the term of this Agreement, unless with the prior written consent of Party A, this Agreement shall not cause, approve or permit Party C to provide loans or merge with other entities, consolidate or invest in other entities after the effective date of this Agreement. (9) During the term of this Agreement, Party C's directors may not be replaced except with the prior written consent of Party A. (10) If Party C is liquidated or dissolved within the validity period of this Agreement, within the scope permitted by Chinese laws and regulations, Party B and Party C shall appoint the personnel recommended by Party A to form a liquidation group to manage Party C's property. Party B confirms that when Party C is liquidated or dissolved, regardless of whether the above-mentioned agreement of this Article is implemented, it agrees to deliver all the remaining property obtained by Party C to the Party or its designated third party in accordance with Chinese laws and regulations. (11) We will use our best efforts to develop Party C and Party C subsidiary bodies of the business and ensure its compliance with laws and regulations, will not take any action or omissions that will lead to the damage to the assets, goodwill or business license of Party C and Party C’s subsidiaries.