Common use of Structure Agreements Clause in Contracts

Structure Agreements. (i) Section 3.28(i) of the Disclosure Schedule sets forth a list of all Structure Agreements, which enable the Company to control and consolidate with its financial statements the Domestic Co-1 and Domestic Co-2. Each member of the Company Group has the legal right, power and authority (corporate and other) to enter into and perform its obligations under each Structure Agreement to which 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 Structure Agreement to which it is a party. (ii) Except as otherwise disclosed in Section 3.28(ii) of the Disclosure Schedule, each Structure Agreement constitutes a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies. (iii) Except as otherwise disclosed in Section 3.28(iii) of the Disclosure Schedule, each Structure Agreement is in proper legal form under applicable Law of the PRC for the enforcement thereof against each of the parties thereto in the PRC without further action by any of them; and to ensure the legality, validity, enforceability or admissibility in evidence of each Structure Agreement in the PRC, it is not necessary that any such document be filed or recorded with any Governmental Authority in the PRC or that any stamp or similar Tax be paid on or in respect of any Structure Agreement. (iv) The execution and delivery by each party named in each Structure Agreement, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (a) 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 Contract to which any member of the Company Group is a party or by which any member of the Company Group is bound, (b) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any indebtedness or other Liability of any member of the Company Group or to increase the rate of interest presently in effect with respect to any indebtedness of any member of the Company Group, or (c) result in the creation of any Lien upon any of the properties or assets of any member of the Company Group. (v) All consents required in connection with the Structure Agreements 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. (vi) Each Structure Agreement is in full force and effect and no party to any Structure Agreement is in breach or default in the performance or observance of any of the terms or provisions of such Structure Agreement. None of the parties to any Structure Agreement has sent or received any communication regarding termination of or intention not to renew any Structure Agreement, and no such termination or non-renewal has been threatened by any of the parties thereto.