Common use of Restructuring Documents Clause in Contracts

Restructuring Documents. Each Group Company, each of the Founder, and the Founder Holding Company, hereby jointly and severally represent, warrant and covenant to the Investors that as of the date hereof, and during the term of the relevant Restructuring Documents, each of the statements contained in this Section 11.5 is true, accurate and complete. (a) Each Group Company, the Founder and his spouse has the legal right, power and authority (corporate and other) to enter into and perform its/his/her obligations under each Restructuring Document to which it/he/she is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each Restructuring Document to which it/he/she is a party. (b) Each Restructuring Document constitutes a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, except (i)as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii)as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (c) The execution and delivery by each party named in each Restructuring Document, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (i) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its constitutional documents as in effect at the date hereof, any Applicable Law, or any material contract to which a Group Company or such party is a party or by which a Group Company or such party is bound, (ii) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any indebtedness or other liability of any Group Company or such party or to increase the rate of interest presently in effect with respect to any indebtedness of any Group Company or such party, or (iii) result in the creation of any lien, claim, charge or Encumbrance upon any of the properties or assets of any Group Company or such party. (d) All consents required in connection with the Restructuring Documents have been made or unconditionally obtained in writing, and no such consent has been withdrawn or be subject to any condition precedent which has not been fulfilled or performed. (e) Each Restructuring Document is in full force and effect and no party to any Restructuring Document is in breach or default in the performance or observance of any of the terms or provisions of such Restructuring Document. None of the parties to any Restructuring Document has sent or received any communication regarding termination of or intention not to renew any Restructuring Document, and no such termination or non-renewal has been threatened by any of the parties thereto. In the event that any provision under any Restructuring Document is or becomes invalid or unenforceable under any Applicable Law, each of the Group Companies, the Founder and the Founder Holding Company hereby shall, jointly and severally, take (or cause to be taken) such action, and execute and deliver (or cause to be executed and delivered) such documents and instruments and to do (or cause to be done) all things necessary, proper or advisable to ensure that substantially all of the income generated by the PRC Companies is consolidated into the Company.

Restructuring Documents. Each Group Company, each of the Founder, and the Founder Holding Company, hereby jointly and severally represent, warrant and covenant to the Investors that as of the date hereof, and during the term of the relevant Restructuring Documents, each of the statements contained in this Section 11.5 is true, accurate and complete. (a) Each Group Company, the Founder and his spouse has the legal right, power and authority (corporate and other) to enter into and perform its/his/her obligations under each Restructuring Document to which it/he/she is a party and has taken all necessary corporate action to authorize the The execution, delivery and performance ofby each and all of the Warrantors of their respective obligations under each and all of the Restructuring Documents, and has authorizedthe consummation of the transactions contemplated thereunder, executed do not and delivered, each Restructuring Document to which it/he/she is a partywill not result in any violation of their respective Charter Documents or any applicable PRC Laws. (b) Each Restructuring Document constitutes is, and all the Restructuring Documents taken as a valid whole are, legal, valid, enforceable and legally admissible as evidence under PRC Laws, and constitute the legal and binding obligation obligations of the parties named therein enforceable in accordance with its terms, except (i)as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii)as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remediesrelevant parties. (c) The execution and delivery by each party named in each Restructuring Document, and the performance by such party of its obligations thereunder and the consummation by it As of the transactions contemplated therein Closing Date, the WFOE shall not have effective control of the Domestic Company and is the sole beneficiary of the Domestic Company, such that the financial statements of the Domestic Company can be consolidated with those of the other Group Companies in accordance with the applicable accounting principles. There have been no disputes, disagreements, claims or any legal proceedings of any nature, raised by any Governmental Authority or any other party, pending or, to the Knowledge of the Warrantors, threatened against or affecting any of the Company, WFOE or the Domestic Company that: (i) result in challenge the validity or enforceability of any violation of, be in conflict with, part or constitute a default under, with or without all of the passage of time or the giving of notice, any provision of its constitutional documents Restructuring Documents taken as in effect at the date hereof, any Applicable Law, or any material contract to which a Group Company or such party is a party or by which a Group Company or such party is bound, whole; (ii) accelerate, or constitute an event entitling any Person to accelerate, challenge the maturity of any indebtedness or other liability of any Group Company or such party or to increase Captive Structure as set forth in the rate of interest presently in effect with respect to any indebtedness of any Group Company or such party, or Restructuring Documents; (iii) result claim any ownership, share, equity or interest in WFOE or the creation of Domestic Company, or claim any liencompensation for not being granted any ownership, claimshare, charge equity or Encumbrance upon interest in WFOE or the Domestic Company; or (iv) claim any of the properties Restructuring Documents or assets the Captive Structure thereof or any arrangements or performance of any Group Company or such party. (d) All consents required in connection accordance with the Restructuring Documents have been made or unconditionally obtained in writingwas, and no such consent has been withdrawn or be subject to any condition precedent which has not been fulfilled or performed. (e) Each Restructuring Document is in full force and effect and no party to any Restructuring Document is in breach or default in the performance or observance of any of the terms or provisions of such Restructuring Document. None of the parties to any Restructuring Document has sent or received any communication regarding termination of or intention not to renew any Restructuring Document, and no such termination or non-renewal has been threatened by any of the parties thereto. In the event that any provision under any Restructuring Document is or becomes invalid or unenforceable under will violate any Applicable Law, each of the Group Companies, the Founder and the Founder Holding Company hereby shall, jointly and severally, take (or cause to be taken) such action, and execute and deliver (or cause to be executed and delivered) such documents and instruments and to do (or cause to be done) all things necessary, proper or advisable to ensure that substantially all of the income generated by the PRC Companies is consolidated into the CompanyLaws.

Restructuring Documents. Each Group Company, each of the Founder, and the Founder Holding Company, hereby jointly and severally represent, warrant and covenant to the Investors that as of the date hereof, and during the term of the relevant Restructuring Documents, each of the statements contained in this Section 11.5 is true, accurate and complete. (a) Each Group Company, the each Founder and his spouse each other party to any of the Restructuring Documents has the legal right, power and authority (corporate and other) to enter into and perform its/his/her obligations under each of the Restructuring Document Documents to which it/he/she is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each of the Restructuring Document to which it/he/she is a party. (b) Each of the Restructuring Document Documents constitutes a valid and legally binding obligation of the parties named therein therein, enforceable in accordance with its terms, except (i)as i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii)as ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (c) The execution and delivery by each party named in each of the Restructuring DocumentDocuments, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (i) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its constitutional documents as in effect at the date hereof, any Applicable Lawapplicable law, or any material contract Material Contract to which a Group Company or such party is a party or by which a Group Company or such party is bound, (ii) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any indebtedness or other liability of any Group Company or such party or to increase the rate of interest presently in effect with respect to any indebtedness of any Group Company or such partyCompany, or (iii) result in the creation of any lien, claim, charge or Encumbrance encumbrance upon any of the properties or assets of any Group Company or such partyCompany. (d) All consents required in connection with the Restructuring Documents have been made or unconditionally obtained in writing, and no such consent has been withdrawn or be subject to any condition precedent which has not been fulfilled or performed. (e) Each of the Restructuring Document Documents is in full force and effect and no party to any of the Restructuring Document Documents is in breach or default in the performance or observance of any of the terms or provisions of such Restructuring DocumentDocuments. None of the parties to any of the Restructuring Document Documents has sent or received any communication regarding termination of or intention not to renew any of the Restructuring DocumentDocuments, and no such termination or non-renewal has been threatened by any of the parties thereto. In the event that any provision under any Restructuring Document is or becomes invalid or unenforceable under any Applicable Law, each of the Group Companies, the Founder and the Founder Holding Company hereby shall, jointly and severally, take (or cause to be taken) such action, and execute and deliver (or cause to be executed and delivered) such documents and instruments and to do (or cause to be done) all things necessary, proper or advisable to ensure that substantially all of the income generated by the PRC Companies is consolidated into the Company.

Restructuring Documents. Each Group Company, each of the Founder, and the Founder Holding Company, hereby jointly and severally represent, warrant and covenant to the Investors that as of the date hereof, and during the term of the relevant Restructuring Documents, each of the statements contained in this Section 11.5 is true, accurate and complete. (a) Each Group Company, the each Founder and his spouse each other party to any of the Restructuring Documents has the legal right, power and authority (corporate and other) to enter into and perform its/his/her obligations under each of the Restructuring Document Documents to which it/he/she is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each of the Restructuring Document to which it/he/she is a party. (b) Each of the Restructuring Document Documents constitutes a valid and legally binding obligation of the parties named therein therein, enforceable in accordance with its terms, except (i)as i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii)as ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (c) The execution and delivery by each party named in each of the Restructuring DocumentDocuments, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (i) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its constitutional documents as in effect at the date hereof, any Applicable Lawapplicable law, or any material contract Material Contract to which a Group Company or such party is a party or by which a Group Company or such party is bound, (ii) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any indebtedness or other liability of any Group Company or such party or to increase the rate of interest presently in effect with respect to any indebtedness of any Group Company or such partyCompany, or (iii) result in the creation of any lien, claim, charge or Encumbrance encumbrance upon any of the properties or assets of any Group Company or such partyCompany. (d) All consents required in connection with the Restructuring Documents have been made or unconditionally obtained in writing, and no such consent has been withdrawn or be subject to any condition precedent which has not been fulfilled or performed. (e) Each of the Restructuring Document Documents is in full force and effect and no party to any of the Restructuring Document Documents is in breach or default in the performance or observance of any of the terms or provisions of such Restructuring DocumentDocuments. None of the parties to any of the Restructuring Document Documents has sent or received any communication regarding termination of or intention not to renew any of the Restructuring DocumentDocuments, and no such termination or non-renewal nonrenewal has been threatened by any of the parties thereto. In the event that any provision under any Restructuring Document is or becomes invalid or unenforceable under any Applicable Law, each of the Group Companies, the Founder and the Founder Holding Company hereby shall, jointly and severally, take (or cause to be taken) such action, and execute and deliver (or cause to be executed and delivered) such documents and instruments and to do (or cause to be done) all things necessary, proper or advisable to ensure that substantially all of the income generated by the PRC Companies is consolidated into the Company.

Restructuring Documents. Each Group Company, each of the Founder, Company and the Founder Holding CompanyControlling Shareholder, hereby jointly and severally represent, warrant and covenant the following to the Investors that as Investors: (a) As of the date hereofEffective Date, and during the term of the relevant Restructuring Documents, each of the statements contained in this Section 11.5 11.4(a) is true, accurate and complete.: (ai) Each Group Company, the Founder and his spouse Company has the legal right, power and authority (corporate and other) to enter into and perform its/his/her its obligations under each Restructuring Document to which it/he/she it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each Restructuring Document to which it/he/she it is a party. (bii) Each Restructuring Document constitutes a valid and legally binding obligation of the parties named therein Group Companies that are a party thereto enforceable in accordance with its terms, except (i)as x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws Laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii)as y) as limited by laws Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (ciii) The execution and delivery by each party named in any Group Company of each Restructuring DocumentDocument to which it is a party, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (ix) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, (A) any provision of its constitutional documents as in effect at the date hereof, or (B) any Applicable Lawapplicable Law in any material respect, or any material contract to which a Group Company or such party is a party or by which a Group Company or such party is boundMaterial Contract, (iiy) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any indebtedness or other liability of any Group Company or such party or to increase the rate of interest presently in effect with respect to any indebtedness of any Group Company (other than those contemplated or such party, intended by the Transaction Documents) or (iiiz) result in the creation of any lien, claim, charge or Encumbrance encumbrance upon any of the properties or assets of any Group Company or such partyCompany. (div) None of the Group Companies is in breach or default in the performance or observance of any of the terms or provisions of any Restructuring Document. None of the Group Companies has sent any communication regarding termination of or intention not to renew any Restructuring Document, and no such termination or non-renewal has been threatened by any of the Group Companies. (b) As of the Effective Date, each of the statements contained in this Section 11.4(b) is true, accurate and complete: (i) All permits and consents required in connection with to enter into the Restructuring Documents have been made or unconditionally obtained in writing, and no such permit or consent has been withdrawn or be subject to any condition precedent which has not been fulfilled or performed. (eii) Each Restructuring Document is in full force and effect and no party to any Restructuring Document is in breach or default in the performance or observance of any of the terms or provisions of such Restructuring Document. None To the knowledge of the Company after due inquiry, none of the parties to any Restructuring Document has sent or received any communication regarding termination of or intention not to renew any Restructuring Document, and no such termination or non-renewal has been threatened by any of the parties thereto. In the event that any provision under any Restructuring Document is or becomes invalid or unenforceable under any Applicable Law, each of the Group Companies, the Founder and the Founder Holding Company hereby shall, jointly and severally, take (or cause to be taken) such action, and execute and deliver (or cause to be executed and delivered) such documents and instruments and to do (or cause to be done) all things necessary, proper or advisable to ensure that substantially all of the income generated by the PRC Companies is consolidated into the Company.