REPRESENTATIONS AND WARRANTIES OF ASAP AND YUAN. ASAP and Yuan represent to Company that: (i) on the date of this Agreement, ASAP and Yuan have all necessary authority to execute this Agreement; (ii) there is no claim, action, suit or other proceeding pending, threatened or known against ASAP and Yuan, which, if decided adversely, would interfere with the consummation of the transaction contemplated hereby; (iii) no approval or consent of any governmental authority or third party is required for ASAP and Yuan to enter into or perform this Agreement; (iv) this Agreement is enforceable against ASAP and Yuan in accordance with its terms, subject to the laws of insolvency and general principles of equity; and (v) this Agreement has been duly authorized and adopted by ASAP.
