Common use of Contracts and Transactions Clause in Contracts

Contracts and Transactions. (a) Validity of Contracts. (i) No Group Member is in breach in any material respect of or has knowledge (actual or constructive) of the invalidity of or grounds for rescission, avoidance or repudiation of any Material Contract nor has any Group Member received written notice of any intention to terminate any such Material Contract. (ii) No party with whom any Group Member has entered into any Material Contract is in default thereunder which default, individually or when aggregated with all other such defaults, would have a material adverse effect on the Company. Each Material Contract to which any Group Member is a party has been duly authorized, executed and delivered by such Group Member and by each other party thereto and constitutes the valid and binding obligation of such Group Member and, to the actual knowledge of the Company, of each other party thereto, enforceable against such Group Member and, to the actual knowledge of each of the Company, against each other party thereto in accordance with its terms, except where such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity. (iii) No Person that supplies any parts or any other materials necessary for the Group to conduct the Principal Business pursuant to a Material Contract with any Group Member has provided written notice to any Group Member terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Business. In addition, no Person that currently supplies parts or materials to the Group pursuant to a Material Contract has given written notice to any Group Member or, to the knowledge of any Group Member, has given notice (whether or not in writing) to any Group Member, alleging that any Group Member is in material breach of such contract, or terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder, or advising any Group Member that such Person intends to materially reduce its sales of parts or materials pursuant to such contract, or to otherwise alter its business relationship with the Group to the detriment of the Group which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Business.

Contracts and Transactions. (a) Validity of Material Contracts. . The Disclosure Schedule sets forth any Contractual Obligations to which the Company or any Subsidiary is a party to, or bound by, that (i) No Group Member was entered into outside of its ordinary course of business in excess of US$10,000, (ii) involves total payments or revenues in excess of US$1,000,000, (iii) is a joint venture, shareholders’ or partnership arrangement or agreement or similar arrangement or agreement or any agreement which purports to regulate, control or otherwise affect the voting or disposition of its shares or (iv) is otherwise material to the Company or any Subsidiary (collectively, “Material Contracts”). True and complete copies of all Material Contracts have been made available to the Purchasers. With respect to each Material Contract, neither the Company, any Subsidiary nor, to the Knowledge of the Company (which knowledge shall not require due inquiry outside of the Group), any other party thereto is in breach default (or with the giving of notice or passage of time, would be in default) in any material respect of or has knowledge (actual or constructive) of in the invalidity of or grounds for rescission, avoidance or repudiation performance of any Material Contract nor has any Group Member received written notice of any intention to terminate its obligations or covenants contained in any such Material Contract. (ii) No party with whom , and none of the parties to any Group Member has entered into any such Material Contract is in default thereunder which defaulthas indicated to the Company any intention to terminate, individually rescind, avoid or when aggregated with all other repudiate such defaults, would have a material adverse effect on Material Contract prior to the Companyexpiration of its term. Each Material Contract to which the Company or any Group Member Subsidiary is a party has been duly authorized, executed and delivered by the Company or such Group Member and Subsidiary, as the case may be, and, to the Knowledge of the Company, by each other party thereto thereto, and constitutes the valid and binding obligation of the Company or such Group Member Subsidiary, as the case may be, and, to the actual knowledge Knowledge of the CompanyCompany (which knowledge shall not require due inquiry outside of the Group), of each other party thereto, enforceable against such Group Member and, to the actual knowledge of each of the Company, against each other party thereto in accordance with its terms, except where such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equitygenerally. (iiib) No Person Change in Control. There are no Contractual Obligations of the Company that supplies any parts can be terminated or have been terminated or under which there would be a Material Adverse Effect as a result of the subscription of the Subscribed Shares by the Purchasers. There are no Material Contracts that can be terminated or under which there would be a Material Adverse Effect as a result of (i) a Change in Control of the Company or any other materials necessary for the Group to conduct the Principal Business pursuant to Subsidiary or (ii) a Material Contract with any Group Member has provided written notice to any Group Member terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder which may reasonably be expected to materially affect or cause material disruptions change in the conduct composition of the Principal Business. In addition, no Person that currently supplies parts or materials to the Group pursuant to a Material Contract has given written notice to any Group Member or, to the knowledge Board of any Group Member, has given notice (whether or not in writing) to any Group Member, alleging that any Group Member is in material breach of such contract, or terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder, or advising any Group Member that such Person intends to materially reduce its sales of parts or materials pursuant to such contract, or to otherwise alter its business relationship with the Group to the detriment Directors of the Group which may reasonably be expected to materially affect Company or cause material disruptions in the conduct board of the Principal Businessdirectors (or similar body) of a Subsidiary.

Contracts and Transactions. (a) Validity of Contracts. (i) No Group Member is in breach in any material respect of or has knowledge (actual or constructive) of the invalidity of or grounds for rescission, avoidance or repudiation of any Material Contract or other material transaction to which such Group Member is a party, nor has any Group Member received written notice of any intention to terminate any such Material ContractContract or repudiate or disclaim any other material transaction. (ii) No To the knowledge of the Company, no party with whom any Group Member has entered into any Material Contract is in default thereunder which defaultbeing a default which, individually or when aggregated with all other such defaults, would have a material an adverse effect on the Company. Each Material Contract to which financial or trading position or prospects of any Group Member is a party has been duly authorized, executed and delivered by such Group Member and by each other party thereto and constitutes the valid and binding obligation of such Group Member and, to the actual knowledge of the Company, of each other party thereto, enforceable against such Group Member and, to the actual knowledge of each of the Company, against each other party thereto in accordance with its terms, except where such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equityMember. (iii) No From January 1, 2008 through the date hereof, no Person (being a customer or distributor of the Principal Business or otherwise) that receives products or services from the Group with respect to the Principal Business pursuant to any Material Contract has provided written notice to any Group Member terminating such contract or providing written notice of non-renewal pursuant to any automatic renewal provision thereunder. In addition, no Person (being a customer or distributor of the Principal Business or otherwise) that currently receives products or services from the Group pursuant to a Material Contract has given written notice to any Group Member or, to the knowledge of any Group Member, has given notice (whether or not in writing) to any Group Member, alleging that any Group Member is in material breach of such contact, or terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder, or advising any Group Member that such Person intends to materially reduce its purchases of products or services pursuant to such contract, or to otherwise alter its business relationship with the Group to the detriment of the Group. (iv) From January 1, 2008 through the date hereof, no Person that supplies any parts or any other materials necessary for the Group to conduct the Principal Business pursuant to a Material Contract with any Group Member has provided written notice to any Group Member terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Businessthereunder. In addition, no Person that currently supplies parts or materials to the Group pursuant to a Material Contract has given written notice to any Group Member or, to the knowledge of any Group Member, has given notice (whether or not in writing) to any Group Member, alleging that any Group Member is in material breach of such contract, or terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder, or advising any Group Member that such Person intends to materially reduce its sales of parts or materials pursuant to such contract, or to otherwise alter its business relationship with the Group to the detriment of the Group which may reasonably be expected to materially affect or cause in any material disruptions in the conduct of the Principal Businessrespect.

Contracts and Transactions. (a) Validity of Contracts. (i) No Group Member is in breach in any material respect of or has knowledge (actual or constructive) of the invalidity of or grounds for rescission, avoidance or repudiation of any Material Contract nor has any Group Member received written notice of any intention to terminate any such Material Contract. (ii) No party with whom any Group Member has entered into any Material Contract is in default thereunder which default, individually or when aggregated with all other such defaults, would have a material adverse effect on the CompanyIssuer. Each Material Contract to which any Group Member is a party has been duly authorized, executed and delivered by such Group Member and by each other party thereto and constitutes the valid and binding obligation of such Group Member and, to the actual knowledge of the CompanyIssuer Parties, of each other party thereto, enforceable against such Group Member and, to the actual knowledge of each of the CompanyIssuer Parties, against each other party thereto in accordance with its terms, except where such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity. (iii) No Person To Issuer Parties' best knowledge, no person that supplies any parts or any other materials necessary for the Issuer Group to conduct the Principal Business pursuant to a Material Contract with any Group Member has provided written notice to any Group Member terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Business. In addition, no Person person that currently supplies parts or materials to the Issuer Group pursuant to a Material Contract has given written notice to any Group Member or, to the knowledge of any Group Member, has given notice (whether or not in writing) to any Group Member, alleging that any Group Member is in material breach of such contract, or terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder, or advising any Group Member that such Person person intends to materially reduce its sales of parts or materials pursuant to such contract, or to otherwise alter its business relationship with the Group to the detriment of the Issuer Group which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Business.