Common use of Governmental and Other Permits Clause in Contracts

Governmental and Other Permits. Except as set forth in Section 3.20 of the Disclosure Schedule, each Group Company has all franchises, governmental permits, licenses and any similar authority necessary for the conduct of its business. No Group Company is in default in any material respect under any of such franchises, governmental permits, licenses or other similar authority. (a) The Domestic Company and the WFOE have applied and obtained all requisite licenses, clearance and permits required under PRC Laws as necessary for the conduct of its businesses, and complied in all material respects with all PRC Laws in connection with foreign exchange, including without limitation, carrying out all relevant filings, registrations and applications for relevant permits with the SAFE and any other relevant authorities, and all such permits are validly subsisting. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedule, the registered capital of the Domestic Company and the WFOE has been fully paid up in accordance with the schedule of payment stipulated in its respective Charter Documents and in compliance with PRC Laws and regulations, and there is no outstanding capital contribution commitment. (c) The Charter Documents of the Domestic Company and the WFOE have been duly approved and filed in accordance with the Laws of the PRC and are valid and enforceable. (d) The business scope specified in the Charter Documents of the Domestic Company complies with the requirements of all relevant PRC Laws. The operation and conduct of the business by and the term of operation of the Domestic Company in accordance with the Charter Documents is in compliance with the Laws of the PRC. (e) Section 3.20(e) of the Disclosure Schedule sets out full and accurate details of all loan agreements entered into between any one Group Company regarding any inter-company loan, shareholders loan or foreign exchange loan obtained by them. Such loan agreements have been duly registered in accordance with the Laws of the PRC (where necessary) and all such registrations are validly subsisting under the Laws of the PRC.

Appears in 3 contracts

Samples: Series D Preferred Share Purchase Agreement (Momo Inc.), Series D Preferred Share Purchase Agreement (Momo Inc.), Series D Preferred Share Purchase Agreement (Momo Inc.)

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Governmental and Other Permits. Except Save as set forth out in Section 3.20 16.7 of the Disclosure Schedule, each Group Company Entity has all franchises, governmental permits, licenses and any similar authority necessary for the conduct of its business. No Group Company Entity is in default in any material respect under any of such franchises, governmental permits, licenses or other similar authority. (a) 22.1 The Domestic Company and the WFOE Companies have applied and obtained all requisite licenses, clearance and permits required under PRC Laws as necessary for the conduct of its businesses, and the Domestic Companies have complied in all material respects with all PRC Laws in connection with foreign exchange, including without limitation, carrying out all relevant filings, registrations and applications for relevant permits with the SAFE PRC State Administration of Foreign Exchange and any other relevant authorities, and all such permits are validly subsisting. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedule, the 22.2 The registered capital of the Domestic Company Companies and the WFOE has been fully paid up in accordance with the schedule of payment stipulated in its respective Charter Documents articles of association, approval document, certificate of approval and legal person business license (hereinafter referred to as the “Establishment Documents”) and in compliance with PRC Laws and regulations, and there is no outstanding capital contribution commitment. (c) 22.3 The Charter Establishment Documents of the Domestic Company Companies and the WFOE have been duly approved and filed in accordance with the Laws laws of the PRC and are valid and enforceable. (d) 22.4 The business scope specified in the Charter Establishment Documents of the Domestic Company complies Companies comply with the requirements of all relevant PRC Laws. The operation and conduct of the business by and the term of operation of the Domestic Company Companies in accordance with the Charter Establishment Documents is in compliance with the Laws of the PRC. 22.5 The Domestic Companies and the Schools have passed its annual inspection by the relevant governmental authorities for their operation in its last three years (e) Section 3.20(e) of where applicable), and the relevant administration for industry and commerce has affixed an annual inspection chop on its business license. 22.6 The Disclosure Schedule sets out full and accurate details of all loan agreements entered into between any one Group Company Entity regarding any inter-company loan, shareholders loan or foreign exchange loan obtained by them. Such loan agreements have been duly registered in accordance with the Laws laws of the PRC (where necessary) and all such registrations are validly subsisting under the Laws laws of the PRC.

Appears in 1 contract

Samples: Share Purchase Agreement (TAL Education Group)

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