Common use of Structure Agreements Clause in Contracts

Structure Agreements. Section 3.24 of the Seller Disclosure Schedule sets forth all of the agreements, contracts and instruments enabling the Seller to effect control over and consolidate with its financial statements each Group Company (the “Structure Agreements”). Each of the Companies, Subsidiaries, Group Companies and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇ which or who is a party to the Structure Agreements has full power, authority and legal right to execute, deliver and perform their respective obligations under each of the Structure Agreements to which it or he is a party, and has authorized, executed and delivered each of the Structure Agreements to which it or he is a party, and such obligations constitute valid, legal and binding obligations enforceable against it or him in accordance with the terms of each of the Structure Agreements, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at Law). The execution, delivery and performance of each Structure Agreement by the parties thereto did not and is not reasonably expected to (i) result in any violation of the business license, articles of association, other constitutional documents (if any) or permits of the Subsidiaries or the Group Companies; (ii) result in any violation of or penalty under any laws, regulations, rules, orders, decrees, judicial interpretations, notices or other legislation of the PRC as in effect as of the date hereof; or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any other contract, license, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument in effect as of the date hereof to which any of them is a party or by which any of them is bound or to which any of their property or assets is subject; except, in the case of clause (i), (ii) and (iii), as would not reasonably be expected to have a Seller Material Adverse Effect. Each Structure Agreement is in full force and effect and none of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇, the Subsidiaries or the Group Companies which or who is a party to any Structure Agreement is in breach or default in the performance or observance of any of the terms or provisions thereof. To the Seller’s Knowledge, none of the parties to any Structure Agreement has sent or received any written communication regarding termination of, or intention not to renew, any of the Structure Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. No material breach or default under any of the Structure Agreements by any Subsidiary or Group Company will occur as a result of the execution, delivery and performance of this Agreement or any Ancillary Agreement. The consummation of the transactions contemplated by this Agreement and the Ancillary Agreement to which the Company is a party will not (and will not give any Person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, any Group Company under any Structure Agreement.