【文章內(nèi)容簡(jiǎn)介】 aros System shall be disposed of in accordance with Appendix IV. Registration of Assets. Based on the OffshoreATA Closing, the Operator and the Management Shareholder have undertaken and maintained at their sole expense all registrations of the intellectual property rights and other relevant rights of the Assets that are necessary to protect them as proprietary property under applicable Laws, and the existence, or their registration or use of such intellectual property does not infringe on the rights of others, provided that the Pharos System shall be disposed of in accordance with Appendix IV. Software. Based on the OffshoreATA Closing, the Seller shall have the right to transfer the software at its sole discretion, and such right does not infringe any third party39。s copyright. No license to use the Software has ever been granted to any third parties, provided that the Pharos System shall be disposed of in accordance with Appendix IV. Trademarks. Based on the OffshoreATA Closing, the Seller is entitled to transfer the trademarks (including the registered trademarks under application) at its sole discretion. In all cases in where ownership does not infringe the copyright of any third party. The Trademarks are free of any license, pledge or other encumbrance to third parties. 6 Websites and Domain Names. The Seller or the Operator owns or has all rights necessary to use, publish, display and distribute the content that appears on the Websites. The use of such content on the Websites (including, without limitation, all text and images uploaded to the Website) does not infringe upon any third party39。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。 nor are the Seller or the Management Shareholder aware of any contractual provisions or executable court rulings or injunctions that may be binding upon or affect the Seller39。s property。 the Seller39。s execution and performance of this Agreement and the Purchaser39。s implementation of any rights under this Agreement do not violate the mortgage rights, contracts, rulings, decrees or Laws that are binding upon the Seller or the Seller39。s assets. Previous Statements. All of the representations and warranties made by the Seller, Management Shareholder or the Operator in the OffshoreATA, BATA and Natural Person Shareholder Equity Transfer Agreement were at the time they were made, and remain in their entirety, true and accurate. All Necessary Assets. The Assets represent all of the intangible assets (except for the tangible assets included in the BATA) necessary for the operation and promotion of the Business, and there are no intangible assets which have been used in the ordinary operation of the Business that are not included in the Assets. Governmental Consents. Except for the foregoing registrations, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any PRC, local or foreign governmental, regulatory or other authority on the part of the Seller or the Operator is required in connection with the consummation of the transactions contemplated by this Agreement. Article 5 Representations and Warranties of Seller and PurchaserThe Seller and the Purchaser each represent and warrant that: Due Establishment. It is an independent legal entity formally established at its place of incorporation, and has obtained all government approvals and registrations necessary for its existence, which approvals and registrations are continuing and effective and it has sufficient authority to conduct its business in accordance with its business license, approval certificate, articles of association or similar corporate documents。 7 Authorization. It is fully authorized to sign this Agreement and to fulfill its obligations hereunder。 No Violation. Its signing of this Agreement and performance of any of its obligations hereunder will not violate: its business license, approval certificate, articles of association or similar corporate documents。 any applicable Laws, or the conditions attached to any authorization or approval granted by any Government Authority。 and any agreement which is binding on the party。 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。 Disclosure. It has disclosed to each of the other parties all documents issued by any Government Authority that might have a material adverse effect on the performance of its obligations under this Agreement。 No Dissolution. It is not the subject of any liquidation or dissolution proceedings。 and No Bankruptcy. It has neither been declared bankrupt by a court of petent jurisdiction nor entered into any bankruptcy proceedings. The Management Shareholder further represents and warrants to the Purchaser that: It has been fully authorized to sign this Agreement and has capability to fulfill its obligations hereunder。 signing, delivery and performance of this Agree