Common use of Precondition Clause in Contracts

Precondition. 2.1 The Parties confirm that the precondition of this share transfer is subject to satisfaction and completion of each of the following conditions or items within one month after the execution of this Agreement: 2.1.1 Qingdao Boyang is the sole registered owners of Qingdao School, and holds 100% equity interests of Qingdao School without any flaw; and is on schedule to pay capital contribution under the articles of associations of Qingdao School. The qualified capital verification institution examined and issued a capital verification report; 2.1.2 The Transferors are the sole registered owners of Qingdao Boyang, and holds 51% and 49% respectively equity interests of Qingdao Boyang without any flaw; and are on schedule to pay capital contribution under the articles of associations of Qingdao School. The qualified capital verification institution examined and issued a capital verification report; 2.1.3 Qingdao Boyang and Qingdao School have properly resolved all the litigation, judicial, administrative or arbitral proceedings, and the Transferee have expressed their satisfaction; 2.1.4 After audited by one of the world’s largest four accounting firms (PricewaterhouseCoopers, Ernst & Young, KPMG and Deloitte Touche Tohmatsu) designated by Transferee, the financial report and book records of Qingdao School should be consistent with the primary audit principles of U.S. GAAP and be able to be completed the first draft of the audit report under U.S. GAAP. 2.2 If any of the conditions set forth in Article 2.1 will not be satisfied within the agreed period for any reason, the Transferee has the right to choose to immediately terminate this Agreement by written prior notice and without any liability for this, and the transfer of shares should be restored to the state prior to the signing of this Agreement.