Common use of Material Contracts and Obligations Clause in Contracts

Material Contracts and Obligations. All agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each Group Company is a party or by which it or its assets is bound (each, a “Group Company Contract” and collectively, the “Group Company Contracts”) that (i) are material to the conduct and operations of its business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of the Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology are listed in Section 3.09 of the Disclosure Schedule and have been made available for inspection by each Series B-4 Purchaser and its counsel. For purposes of this Section 3.09, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB200,000 in the aggregate, or that extend for more than one year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days’ notice without incurring any penalty or obligation, (iii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iv) not in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Company, or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect. All of the Group Company Contracts are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company and all the other parties thereto.

Material Contracts and Obligations. All agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each Group Company is a party or by which it or its assets is bound (each, a “Group Company Contract” and collectively, the “Group Company Contracts”) that (i) are material to the conduct and operations of its business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of the Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology are listed in Section 3.09 3.9 of the Disclosure Schedule and have been made available for inspection by each the Series B-4 C-3 Purchaser and its counsel. For purposes of this Section 3.093.9, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB200,000 USD1,000,000 in the aggregate, or that extend for more than one year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days’ notice without incurring any penalty or obligation, (iii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iv) not in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Company, or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect. All of the Group Company Contracts are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company and all the other parties thereto.

Material Contracts and Obligations. (a) All agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each Group Company is a party or by which it or its assets is bound (each, a “Group Company Contract” and collectively, the “Group Company Contracts”) that (i) are material to the conduct and operations of its business and properties, (ii) involve any of the officers, consultants, directors, employees Key Employees or shareholders of the Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology are listed in Section 3.09 of the Disclosure Schedule and have been made available for inspection by each Series B-4 D Purchaser and its counsel. . (b) For purposes of this Section 3.093.9, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB200,000 USD1,000,000 in the aggregate, or that extend for more than one year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days’ notice without incurring any penalty or obligation, (iii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iv) not in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Company, or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect. All of the Group Company Contracts are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company and all the other parties thereto.

Material Contracts and Obligations. All agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each Group Company is a party or by which it or its assets is bound (each, a “Group Company Contract” and collectively, the “Group Company Contracts”) that (i) are material to the conduct and operations of its business and properties, (ii) except for agreements explicitly contemplated hereby and the Transaction Documents involve any of the officers, consultants, directors, employees or shareholders Affiliates of the Group CompanyCompany or any Affiliates thereof; or (iii) obligate such Group Company to share, license or develop any product or technology or (iv) contain exclusivity, non-competition or similar clauses that materially impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, are listed in Section 3.09 3.08 of the Disclosure Schedule and have been made available for inspection by each Series B-4 Purchaser the Investors and its counsel. For purposes of this Section 3.093.08, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB200,000 US$100,000 in the aggregate, or that extend for more than one year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days’ days notice without incurring any penalty or obligation, (iii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iv) not in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Company, or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect. All of the Group Company Contracts are valid, binding and enforceable obligations of the respective Group Companies and, to the Group Company’s knowledge, against the other parties thereto and the terms thereof have been complied with by the relevant Group Company and and, to the Group Company’s knowledge, all the other parties thereto.

Material Contracts and Obligations. All agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each Group Company is a party or by which it or its assets is bound (each, a “Group Company Contract” and collectively, the “Group Company Contracts”) that (i) are material to the conduct and operations of its business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of the Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology are listed in Section 3.09 3.9 of the Disclosure Schedule and have been made available for inspection by each Series B-4 C Purchaser and its counsel. For purposes of this Section 3.093.9, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB200,000 USD1,000,000 in the aggregate, or that extend for more than one year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days’ notice without incurring any penalty or obligation, (iii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iv) not in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Company, or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect. All of the Group Company Contracts are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company and all the other parties thereto.

Material Contracts and Obligations. All agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each Group Company is a party or by which it or its assets is bound (each, a “Group Company Contract” and collectively, the “Group Company Contracts”) that (i) are material to the conduct and operations of its business and properties, (ii) except for agreements explicitly contemplated hereby and the Transaction Documents involve any of the officers, consultants, directors, employees or shareholders Affiliates of the Group CompanyCompany or any Affiliates thereof; or (iii) obligate such Group Company to share, license or develop any product or technology or (iv) contain exclusivity, non-competition or similar clauses that materially impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, are listed in Section 3.09 of the Disclosure Schedule and have been made available for inspection by each Series B-4 Purchaser the Investors and its counsel. For purposes of this Section 3.09, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB200,000 US$100,000 in the aggregate, or that extend for more than one year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days’ days notice without incurring any penalty or obligation, (iii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iv) not in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Company, or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect. All of the Group Company Contracts are valid, binding and enforceable obligations of the respective Group Companies and, to the Group Company’s knowledge, against the other parties thereto and the terms thereof have been complied with by the relevant Group Company and and, to the Group Company’s knowledge, all the other parties thereto.

Material Contracts and Obligations. All (a) Section 4.9(a) of the Disclosure Schedule contains a complete and accurate list of all agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each a Group Company is a party or by which it or its assets is bound (each, a “Group Company Contract” and collectively, the “Group Company Contracts”) that (i) are material to the conduct and operations of its business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of the a Group Company; Company or (iii) obligate such a Group Company to share, license or develop any product or technology are listed in Section 3.09 of the Disclosure Schedule and have been made available for inspection by each Series B-4 Purchaser and its counsel(each, a “Material Contract”). For purposes of this Section 3.094.9(a), “material” shall mean agreements and other obligations (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any a Group Company, Company in excess of RMB200,000 US$30,000 (or the equivalent thereof in another currency) or more individually or US$100,000 (or the equivalent thereof in another currency) or more in the aggregateaggregate with respect to a series of related contracts, or that extend for more than one year beyond the date of this Agreement, ; (ii) not terminable upon thirty (30) days’ days notice without incurring any penalty or obligation, ; (iii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any a Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, or containing provision that purport to restrict the business activity of a Group Company or limit the freedom of a Group Company to engage in any line of business that the Group Company is currently conducting; (iv) not in the ordinary course of business, ; (v) transferring or licensing any Proprietary Assets to or from any a Group Company, Company (other than licenses granted in the ordinary course of business or licenses from commercially readily available “off the shelf” computer software); or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect. A true, fully-executed copy of each Material Contract has been delivered to the Investor. (b) All of the Group Company Material Contracts are valid, subsisting, in full force and effect and binding and enforceable obligations of upon the parties thereto and the terms thereof have been complied with by the relevant Group Company and the respective counter-party to which each of them is a party, unless otherwise provided in the Disclosure Schedule. (c) Each Group Company has in all material respects satisfied or provided for all of its liabilities and obligations under each Material Contract to which it is a party or by which it is bound which requires performance prior to the other parties theretodate of this Agreement, and is not in default in any material respect under any Material Contract to which it is a party or by which it is bound. There does not exist any circumstance due to the action or inaction of any Group Company that with notice or lapse of time or both would constitute a material default of the obligations by a Group Company under a Material Contract to which it is a party or by which it is bound. (d) No officer or director of any Warrantors has given or received from any person any notice or communication (whether oral or written, received or threatened) regarding any actual, alleged, possible or potential material violation or material breach of, or material default under, any Material Contract.

Material Contracts and Obligations. (a) All agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written)Contracts, indebtedness, liabilities and other obligations to which each a Group Company is a party or by which it or its assets is bound (eachbound, a “Group Company Contract” and collectively, the “Group Company Contracts”) that (i) are material to the conduct and operations of its such Group Company’s business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of the such Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology (except licenses granted in the ordinary course of business), other than agreements entered into by or on behalf of any Group Company in the ordinary course of business, are listed disclosed in Section 3.09 9 of the Disclosure Schedule and have been made available for inspection by each Series B-4 the Purchaser and its their counsel. Such Contract, indebtedness, liabilities and obligations are valid and binding, in full force and effect and enforceable against such Group Company in accordance with its terms. None of the Group Companies is not in default or breach under any of such Contract, indebtedness, liabilities and obligations. (b) For purposes of this Section 3.099 of the Disclosure Schedule, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB200,000 in the aggregate, US$1,000,000 or that extend for more than one (1) year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days’ days notice without incurring any penalty or obligation, (iii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iv) not entering into in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Company, Company (other than licenses granted in the ordinary course of business or licenses for commercially readily available “off the shelf” computer software) or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect. All Effect on any Group Company. (c) There are no outstanding or potential debts and liabilities in connection with or arising out of the Group Company Contracts are validWuhan Dongdi Xxxxxx Hotel Management Co., binding Ltd. (武汉东帝王子酒店管理有限公司) and enforceable obligations Beijing Golden Castle Culture Transmission Co., Ltd. (北京金色城堡文化传播有限公司). (d) The stock trading account with Greatwall Securities (长城证券) was opened by Jiyang on behalf of the parties thereto Xxxx Zhuo Guo (陈卓国), and the terms thereof have been complied with trading of shares via such account was solely controlled by the relevant Group Company Xxxx Zhuo Guo (陈卓国) and all the other parties theretoJiyang had no control or influence at all. Any gain or loss arising from this account were taken up by Xxxx Zhuo Guo (陈卓国) and were not related to Jiyang. The account was closed on Jul 23, 2010.

Material Contracts and Obligations. (a) All agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written)Contracts, indebtedness, liabilities and other obligations to which each a Group Company is a party or by which it or its assets is bound (eachbound, a “Group Company Contract” and collectively, the “Group Company Contracts”) that (i) are material to the conduct and operations of its such Group Company’s business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of the such Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology (except licenses granted in the ordinary course of business), other than agreements entered into by or on behalf of any Group Company in the ordinary course of business, are listed disclosed in Section 3.09 9 of the Disclosure Schedule and have been made available for inspection by each Series B-4 the Purchaser and its their counsel. Such Contract, indebtedness, liabilities and obligations are valid and binding, in full force and effect and enforceable against such Group Company in accordance with its terms. None of the Group Companies is not in default or breach under any of such Contract, indebtedness, liabilities and obligations. (b) For purposes of this Section 3.099 of the Disclosure Schedule, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB200,000 in the aggregate, US$1,000,000 or that extend for more than one (1) year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days’ days notice without incurring any penalty or obligation, (iii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iv) not entering into in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Company, Company (other than licenses granted in the ordinary course of business or licenses for commercially readily available “off the shelf” computer software) or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect. All of the Effect on any Group Company Contracts are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company and all the other parties theretoCompany.