Common use of Authority and Corporate Action; No Conflict Clause in Contracts

Authority and Corporate Action; No Conflict. (a) Each of TX China and the TX China Shareholders has all necessary power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.All action, corporate and otherwise, necessary to be taken by TX China and TX China Shareholders to authorize the execution, delivery and performance of this Agreement, the Transaction Documents and all other agreements delivered in connection with this agreement has been duly and validly taken. This Agreement has been duly executed and delivered by TX China and each TX China Shareholder and constitutes the valid, binding, and enforceable obligation of TX China and each TX China Shareholder, enforceable in accordance with its terms. (b) Neither the execution and delivery of this Agreement or any of the Transaction Documents contemplated hereby by TX China or each TX China Shareholder nor the consummation of the transactions contemplated hereby will (i) conflict with the Articles of Association of TX China or any applicable law, regulation, order, judgment or decree or (ii) result in a breach or violation of or constitute a default under any instrument, contract or other agreement to which TX China or an TX China Shareholder is a party or by which it is subject or bound.

Authority and Corporate Action; No Conflict. (a) Each of TX China and the TX China Shareholders has all necessary power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.All action, corporate and otherwise, necessary to be taken by TX China and TX China Shareholders to authorize the execution, delivery and performance of this Agreement, the Transaction Documents and all other agreements delivered in connection with this agreement has been duly and validly taken. This Agreement has been duly executed and delivered by TX China and each TX China Shareholder and constitutes the valid, binding, and enforceable obligation of TX China and each TX China Shareholder, enforceable in accordance with its terms. (b) Neither the execution and delivery of this Agreement or <PAGE> any of the Transaction Documents contemplated hereby by TX China or each TX China Shareholder nor the consummation of the transactions contemplated hereby will (i) conflict with the Articles of Association of TX China or any applicable law, regulation, order, judgment or decree or (ii) result in a breach or violation of or constitute a default under any instrument, contract or other agreement to which TX China or an TX China Shareholder is a party or by which it is subject or bound.