Common use of Representations and Warranties of the Sellers and the Company Clause in Contracts

Representations and Warranties of the Sellers and the Company. The representations and warranties of the Sellers (except those made by the Sellers in respect of the WFOE, the Hong Kong Company and/or the Offshore Company) and the Company, set forth in this Agreement shall be true and correct (which representations and warranties shall be deemed for the purposes of this Section 6.2(a) not to include any qualification or limitation with respect to “materiality” or “Material Adverse Effect” set forth therein) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty expressly speaks as of an earlier or later date, in which case such representation or warranty shall be true and correct as of such earlier or later date); provided, however, that the condition set forth in this Section 6.2(a) shall be deemed to have been satisfied even if any representations or warranties of the Sellers (except those made by the Sellers in respect of the WFOE, the Hong Kong Company and/or the Offshore Company) and the Company (other than those contained in Section 3.1, Section 3.3 (Title to the Shares), Section 3.5 (Authorization of Transaction; Binding Obligation) and Section 3.9 (Company Equity Interests) which must be true and correct in all respects) are not so true and correct, unless the failure of such representations and warranties of the Sellers (except those made by the Sellers in respect of the WFOE, the Hong Kong Company and/or the Offshore Company) and the Company to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect. The Purchaser shall have received a certificate, dated as of the Closing Date, signed by each of the Sellers and an executive officer of the Company to such effect.

Representations and Warranties of the Sellers and the Company. The representations and warranties of the Sellers (except including those made by the Sellers in respect of the WFOE, the Hong Kong Company and/or and the Offshore Company) and the Company, set forth in this Agreement shall be true and correct (which representations and warranties shall be deemed for the purposes of this Section 6.2(a) not to include any qualification or limitation with respect to “materiality” or “Material Adverse Effect” set forth therein) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation or warranty expressly speaks as of an earlier or later date, in which case such representation or warranty shall be true and correct as of such earlier or later date); provided, however, that the condition set forth in this Section 6.2(a) shall be deemed to have been satisfied even if any representations or warranties of the Sellers (except including those made by the Sellers in respect of the WFOE, the Hong Kong Company and/or the Offshore Company) and the Company (other than those contained in Section 3.13.1 and Section 3.5 (Authorization of Transaction; Binding Obligation), Section 3.29 (Authorization of Transaction), Section 3.3 (Title to the Shares), Section 3.5 3.9 (Authorization of Transaction; Binding ObligationCompany Equity Interests) and Section 3.9 3.33 (Company Equity Interests) which must be true and correct in all respects) are not so true and correct, unless the failure of such representations and warranties of the Sellers (except including those made by the Sellers in respect of the WFOE, the Hong Kong Company and/or the Offshore Company) and the Company to be so true and correct, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect. The Purchaser shall have received a certificate, dated as of the Closing Date, signed by each of the Sellers and an executive officer of the Company to such effect.