【正文】 meanwhile, indemnification occurred to the Seller and Management Shareholder for the assignment delay shall be waived): Accuracy of Representations.Each of the Seller39。 Litigation. There is no lawsuit, arbitration or other legal or government procedure pending or threatened against it which, based on its knowledge, could materially and adversely affect its performance of this Agreement。s distribution of the Purchase Price, it being acknowledged and agreed that the Seller shall have sole responsibility and liability with respect to the same. 5 Article 3 ClosingClosing Date. The closing of the transactions contemplated hereby (Closing) shall be held in Beijing, on the Closing Date, and shall be effective as of 12:. local time on the Closing Date. All matters at the Closing shall be considered to take place simultaneously. Closing Documents. The Seller and the Purchaser shall deliver to each other at the Closing the Closing Documents. The Seller and Management Shareholder further agree that at or subsequent to the Closing, upon the written request of the Purchaser, it will promptly execute and deliver or cause to be promptly executed and delivered, by itself or the Operator, any further assignment, instruments of transfer and bills of sale or conveyances reasonably necessary or desirable to vest fully in the Purchaser all of the Seller39。Closing Datethe date which is not more than 2 Business Days after all of the Closing conditions as set forth in Article 7 have been satisfied or waived in writing by the appropriate party, provided that the Closing Date shall not be later than May 31st, 20** unless otherwise agreed to in writing by the Seller and the Purchaser。 and(3)*** (Purchaser), a pany duly established and existing under the laws of British Virgin lslands, with its registered address at ***. It is a whollyowned subsidiary in British Virgin Islands of ***. WHEREASAThe Seller acquired the Assets from *** (Operator) and/or the Management Shareholder, pursuant to the Assets Transfer Agreement (OffshoreATA) entered into by and between those parties on April 1st, 20**. After the pletion of above said transactions, the Seller or the third party designated by the Seller owns full right and title to the Assets (as defined below), and is entitled to dispose of the Assets which are used in the Business (as defined below) or the operation related thereto. BThe Operator is a joint stock pany under PRC law, in which the affiliate of the Seller holds 28% equity interests. The affiliate of the Seller acquired 12% of the Operator39。Force Majeureany earthquake, storm, fire, flood, war or other significant event of natural or humancaused disaster arising after signing hereof which is unforeseen, unavoidable and not possible to overe, and is beyond the control of any party, and prevents the total or partial performance of this Agreement。s intellectual property rights and no third party has made any such claim, and no proceedings have been instituted or, to the knowledge of Seller or the Management Shareholder, threatened alleging any such infringement. Based on the OffshoreATA Closing, the Seller shall have the right to transfer the foregoing websites and domain names at its sole discretion, which right shall effectively exist and continue. Disputes. Neither the Seller nor the Management Shareholder are aware of any pending or threatened civil or criminal claims, prosecutions, lawsuits, investigations or other proceedings for the Business, Assets and related transactions in connection with this Agreement, OffshoreATA, BATA, Natural Person Shareholder Equity Transfer Agreement and Stateowned Shareholder Equity Transfer Agreement。 It has obtained any and all third party39。s Performance. Each of the covenants and obligations that the Seller, Management Shareholder and/or the Operator are required to perform or to ply with pursuant to this Agreement, the BATA or the ATA must have been duly performed and plied with in all material respects at or prior to the Closing, and the Seller must have executed and delivered each of the Closing Documents. 11 No Injunction or Prohibition. Since the date of this Agreement, there must not be in effect any injunction, prohibition or Law restraining or prohibiting the consummation of the transactions contemplated by this Agreement, the ATA or the BATA, including the Transfer of the Assets. Ownership. Subject to Article , the ownership in all the Assets must have passed to the Purchaser or its appointed related parties. To facilitate the transfer process, both Purchaser and Seller agree, ownership are considered to be transferred to the Purchaser upon the assignment of all the assets from Operator and/or Management Shareholder to the Purchaser or its appointed related parties, except stipulated regarding Pharos System at the appendix IV. Registration. If the Transfer in any Assets is required to be registered with any Government Authority or other relevant authorities, the Seller must have submitted or make any third party to submit all necessary documents for registration of the ownership transfer prior to the Closing Date, except the stipulation regarding Pharos System set forth in Appendix IV. Board Resolutions. The Seller must provide the Purchaser with a copy of the resolutions of the Seller39。 Compensation based on service period after January 1st, 2011 shall be borne by the Purchaser. Equity Transfer of the OperatorFor the purpose of the such Equity Transfer, the Seller and the Operators shall use their best reasonable efforts to cause the execution of an equity transfer agreement by and between natural person Shareholders and the Purchaser (ETA) and undertake any approval procedures with the Government Authorities, therefore enable the Seller to legally hold the 40%