【正文】 the Management Shareholder shall use their best reasonable efforts to cause the execution of the state owned equity transfer agreement by and between Zhongqing Investment and the Purchaser or its appointed third party, therefore enable the Purchaser or its appointed third party to legally and temporarily hold the 60% shares of the Operator. Use. The Seller and the Operator are entitled to continue using the Assets for the purpose of the Business until the Closing Date, for no consideration other than that for loss or damage (if any). 10 Maintenance. Until the Assets are delivered to the Purchaser, the Seller shall be responsible for the custody and maintenance of the Assets. Any loss of or damage to the Assets, for reasons other than the fault solely of the Purchaser or any of its affiliates, shall be deemed as the Seller39。s failure and related indemnification shall be undertaken by the Seller. Approval. The Seller and the Management shareholder shall cause the Operator to obtain all necessary government authority approvals and pany board of directors or board of shareholders resolutions required for the OffshoreATA and BATA. Supervisory personnel. From the day first consideration is made, Purchaser is entitled to appoint one financial and one legal personnel to the Operator to access information about assets and business, to assist with the execution of this Agreement, BATA, OffshoreATA , Natural Person shareholder Equity Transfer Agreement and Stateowned shareholder Equity Assignment Agreement (if applicable)。 Such personnels are entitled to audit the Operator39。s financial results and legal affairs. The Seller has the obligation to cooperate with the necessary premises, facility and access to information. Article 7 Closing ConditionsObligation to Purchase: The Purchaser39。s obligation to purchase the Assets and to take the other actions required of it at the Closing, is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part by written due to the reasons of legal regulations or administrative approval procedures, which result in delayed assignment of the conditional assets after the closing date。 meanwhile, indemnification occurred to the Seller and Management Shareholder for the assignment delay shall be waived): Accuracy of Representations.Each of the Seller39。s and Management Shareholder39。s representations and warranties in this Agreement must have been true and correct as of the date of this Agreement, and must have been true and accurate as of the Closing Date as if made on the Closing Date. Each of the Seller39。s and Management Shareholder39。s representations and warranties in the OffshoreATA , BATA, Natural Person Shareholder Equity Transfer must have been true and correct as of the date of this Agreement, and must have been true and accurate as of the Closing Date as if made on the Closing Date. Seller39。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。s board and the sellers Shareholders at the Closing Date, showing their respective ratification of this Agreement. Approval. In the event that there is a transfer or disposal of 12% equity, business and/or assets under this Agreement, the BATA or the ATA will be required to obtain approval from a Government Authority or other relevant authorities, and the seller shall ensure that such approvals are acquired。 except otherwise requested by the Purchaser or its affiliates. Delivery. The Seller must have delivered all Closing Documents indicated in Appendix V that relating to the ownership of the Assets to the Purchaser on the Closing Date. Source Code. The Seller must have delivered the source code and all other documents relating to the Software to the Purchaser as of the Closing Date. Opinion of Counsel. The PRC counsel to Seller must have delivered the legal opinion in the form of Appendix VII. Management Shareholder Period of Service. Management Shareholder shall sign labor contracts (with term not less than 5 years) with Purchaser or its appointed related parties since the signing date of this Agreement. Within 3 years since the labor contract is entered, Management Shareholder shall not re