Common use of Material Contracts and Obligations Clause in Contracts

Material Contracts and Obligations. All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each Group Company is a party or by which it is bound 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 such Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology are listed in Section 4.11 of the Disclosure Schedule (collectively, “Material Contracts”). No Group Company is in default or breach under any of the Material Contracts. For purposes of this Section 4.11, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB 500,000 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 the 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 the Group 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. No Group Company is a guarantor or indemnitor of any indebtedness of any other person, firm or corporation that is not a Group Company. Each Material Contract to which any Group Company is a party is currently valid and in full force and effect, and is enforceable by such Group Company in accordance with its terms. No Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or person.

Material Contracts and Obligations. All outstanding and subsisting agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each any Group Company is a party or by which it is bound 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 such Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology are listed technology, in Section 4.11 of the Disclosure Schedule each case (collectively, “Material Contracts”). No Group Company is in default or breach under any of the Material Contracts. For purposes of this Section 4.11, “material” shall mean (ia) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB 500,000 US$1,000,000 or that extend for more than one year three (3) years beyond the date of this Agreement, (iib) not terminable upon thirty (30) days’ notice without incurring any penalty or obligation, (iiic) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on the Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (ivd) not in the ordinary course of business, (ve) transferring or licensing any Proprietary Assets to or from the Group Company (other than licenses granted in the ordinary course of business or licenses from commercially readily available “off the shelf’ ” computer software), or (vif) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect, are listed in Section 4.13 of the Disclosure Schedule (collectively, the “Material Contracts”). None of the Group Companies is in default or breach, in any material respect, under any of the Material Contracts, nor, to the knowledge of the Warrantors, has such Group Company received notice of any intention to terminate any such Material Contracts. To the knowledge of the Warrantors, no party with whom any Group Company has entered into any Material Contract is in default or breach thereunder, in any material respect. No Group Company is a guarantor or indemnitor of any indebtedness of any other person, firm or corporation that is not a Group Company. Each Material Contract to which any Group Company is a party is currently valid and in full force and effecteffect in all material respects, and and, to the knowledge of the Warrantors, is enforceable by such Group Company in accordance with its terms. No Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or person.

Material Contracts and Obligations. All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities Liabilities and other obligations to which each Group Company is a party or by which it is bound 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 such Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology are listed in Section 4.11 ‎5.14 of the Disclosure Schedule (collectively, “Material Contracts”). No None of the Group Company Companies is in default or breach under any of the Material Contracts. For purposes of this Section 4.11‎5.14, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability Liability or contingent liability on any Group Company, in excess of RMB 500,000 RMB1,000,000 or that extend for more than one (1) 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 the 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 the any Group 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 agreements the termination of which would be reasonably likely to have have, individually or in the aggregate, a Material Adverse Effect. No Group Company is a guarantor or indemnitor of any indebtedness of any other person, firm or corporation that is not a Group Company, or (v) contracts or agreements with the Group Companies’ top 10 lead commentators (主播) for each of Arena of Valor (王者荣耀), League of Legends (英雄联盟) and Player Unknown’s Battle Grounds (绝地求生) based on (A) the number of fans on the date of this Agreement, (B) number of average daily active users in the 30 days immediately before the date of this Agreement, (C) revenue generated for the Group Companies in the 12 months preceding the Balance Sheet Date, and (D) the income of such lead commentators (主播) in the 12 months preceding the Balance Sheet Date. Each Material Contract to which any Group Company is a party is currently valid and in full force and effect, and is enforceable by such Group Company in accordance with its terms. No Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or person.

Material Contracts and Obligations. All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each Group Company is a party or by which it is bound 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 such the Group Company; or (iii) materially obligate such Group Company to share, license or develop any product or technology are listed in Section 4.11 3.9 of the Disclosure Schedule (collectively, “Material Contracts”). No Group Company is in default or breach under any of and have been made available for inspection by the Material ContractsInvestors and their counsel. For purposes of this Section 4.113.9, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB 500,000 twenty-five thousand U.S. dollars (US$25,000) 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 material penalty or obligation, (iii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on the 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 the any Group 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. No Group Company is a guarantor or indemnitor of any indebtedness of any other person, firm or corporation that is not a Group Company. Each Material Contract to which any Group Company is a party is currently valid and in full force and effect, and is enforceable by such Group Company in accordance with its terms. No Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or person.

Material Contracts and Obligations. All agreements(a) For the purpose of this Section 4.10, contracts“Material Contracts” means, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations than the Transaction Documents: any Contract to which each any Group Company is a party or by which it any Group Company or the Business may be bound or to which any assets of any Group Company or the Business are subject, in each case which is bound that effective as of the date hereof or has any obligation to be performed by any party on or after the date hereof (i) are material to (x) involving the conduct purchase or sale of any automobile (each an “Automobile Purchase Contract”) and operations of its business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of such Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology are listed in Section 4.11 of the Disclosure Schedule (collectively, “Material Contracts”). No Group Company is in default or breach under any of the Material Contracts. For purposes of this Section 4.11, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, Company or the Business in excess of RMB 500,000 300,000 (or an equivalent amount in another currency) or that extend for more than one year beyond the date of this Agreement, or (y) other than Automobile Purchase Contracts, having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company or the Business in excess of RMB 100,000 (or an equivalent amount in another currency) 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, restricting the ability of any Group Company to compete or similar clauses that impair, restrict to conduct or impose conditions on the Group Company’s right to offer engage in any business or sell products activity or services in specified areas, during specified periods, or otherwiseany territory, (iv) not in the ordinary course of business, (v) transferring or licensing any Proprietary Assets involving Intellectual Property that is material to or from the a Group Company or the Business (other than licenses granted in the ordinary course of business or licenses from commercially readily generally-available “off off-the-shelf” shrink-wrap software licenses obtained by the shelf’ computer softwareGroup on non-exclusive and non-negotiated terms), or (vi) an agreement involving any indebtedness, the termination of which would be reasonably likely to have a Material Adverse Effect. No Group Company is a guarantor or indemnitor extension of any indebtedness credit, any guaranty or surety or assumption of any other personsecondary or contingent Liabilities, firm deed of trust, or corporation that is not the grant of a Group Company. Each Material Contract to which any Group Company is Lien, (vii) involving the lease, license, sale, use, disposition or acquisition of a party is currently valid and in full force and effectmaterial amount of assets or of a business, and is enforceable by such Group Company in accordance with its terms. No Group Company has engaged in (viii) involving the past three (3) months in any discussion with any representative waiver, compromise, or settlement of any corporationmaterial dispute, claim, litigation or arbitration, (ix) involving the ownership or lease of, title to, use of, or any leasehold or other interest in, any real or personal property (except for personal property leases involving payments of less than RMB 100,000 per annum), (x) involving the establishment, contribution to, or operation of a partnership, trust, joint venture, limited liability company, association alliance or other similar entity, or involving a sharing of profits or losses (including joint development and joint marketing Contracts), or any individualinvestment in, regarding (i) a loan to or acquisition or sale of all the securities, equity interests or substantially all assets of such any Person, (xi) being a Control Document or otherwise between the Domco or any holder of any Equity Securities in the Domco and another Group Company’s assets, (xii) with a Governmental Authority, state-owned enterprise, or sole-source supplier of any material product or service (iiother than utilities), (xiii) being a benefit plan, or a collective bargaining agreement or is with any merger, consolidation labor union or other business combination transaction representatives of such Group Company with the employees, (xiv) relating to any franchise arrangement, (xv) being a brokerage or into another corporationfinder’s agreement, entity or person.material sales agency, marketing or distributorship Contract,

Material Contracts and Obligations. (a) All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each Group Company is a party or by which it or any of its assets is bound that (i) are material to the conduct and operations of its business Business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of such the Group Company, on the one hand, and any Group Company, on the other hand other than employment contracts with employees; or (iii) obligate such Group Company to share, license or develop any product or technology are listed in Section 4.11 3.9 of the Disclosure Schedule and have been made available for inspection by the Series D Investors and their counsel (collectively, “Material Contracts”). No Group Company is in default or breach under any of the Material Contracts. For purposes of this Section 4.113.9, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB US$500,000 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 the any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iviii) not in the ordinary course of business, (viv) transferring or licensing any Proprietary Assets Intellectual Property to or from the any Group Company (other than licenses granted in the ordinary course of business or licenses from commercially readily available “off the shelf’ ” computer software), (v) with a governmental or regulatory authority, (vi) granting a power of attorney, agency or similar authority, (vii) relating to indebtedness for money borrowed, providing for an extension of credit, indemnification or any guaranty or other agreement to maintain any financial condition of another Person, or (viii) being otherwise material to any Group Company or being an agreement on which any Group Company is substantially dependent. (b) Each Material Contract is a valid and binding agreement of the termination Group Company that is a party thereto, the performance of which would be reasonably likely to have a Material Adverse Effectdoes not and will not violate any applicable law or order, and is in full force and effect. No Each Group Company has either fully performed all of its obligations under or terminated without liability or is performing and in compliance with, each of the Material Contracts in all material aspects, and each counterparty to each Material Contract, to the best Knowledge of each Warrantor, is not in default with respect thereto. None of the Group Companies has been, or has received any notice or has any Knowledge that any other party is, in breach of, or default under, any Material Contract to which it is a party, and to the Knowledge of each Warrantor, there has not occurred any event that with the lapse of time or the giving of notice or both would reasonably be expected to constitute such a default or would give another party the right to terminate or amend the terms of any Material Contract. (c) None of the Group Companies has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$200,000, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of its substantial assets or rights, other than the sale of its inventory or the licensing of its products in the ordinary course of business. (d) None of the Group Companies is a guarantor or indemnitor of any indebtedness of any other personPerson. (e) Save as disclosed in Section 3.9 (e) of the Disclosure Schedule, firm or corporation that is not a none of the Group Company. Each Material Contract to which any Group Company is a party is currently valid and in full force and effect, and is enforceable by such Group Company in accordance with its terms. No Group Company Companies has engaged in the past three (3) months in any discussion legal negotiation with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such the Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such the Group Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital shares of the Group Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital shares of the surviving entity) a majority of the total voting power represented by the shares of voting capital shares of the Group Company (or the surviving entity) outstanding immediately after such transaction, or (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital shares of the Group Company.

Material Contracts and Obligations. (a) All agreements, contracts, leases, licenses, instruments, commitments (oral or written)Contracts, indebtedness, liabilities and other obligations to which each a Group Company is a party or by which it is bound bound, that (i) are material to the conduct and operations of its such Group Company’s business and propertiesproperties (including without limitation the Restructuring Documents), (ii) involve any of the Founders, officers, consultants, directors, employees employees, shareholders or shareholders Affiliates of 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 4.11 9 of the Disclosure Schedule (collectivelyand have been made available for inspection by the Investor and its counsel. Such Contract, “Material Contracts”). No 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 in default or breach under any of the Material Contracts. such Contract, indebtedness, liabilities and obligations. (b) For purposes of this Section 4.119 of EXHIBIT D, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB 500,000 US$200,000 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 the 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 the any Group Company (other than licenses granted in the ordinary course of business or licenses from for commercially readily available “off the shelf’ ” computer software), ) or (vi) an agreement the termination of which would could be reasonably likely to have a Material Adverse Effect. No Group Company is a guarantor or indemnitor of Effect on any indebtedness of any other person, firm or corporation that is not a Group Company. Each Material Contract to which any Group Company is a party is currently valid and in full force and effect, and is enforceable by such Group Company in accordance with its terms. No Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or person.

Material Contracts and Obligations. (a) All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each Group Company is a party or by which it or any of its assets is bound that (i) are material to the conduct and operations of its business Business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of such the Group Company, on the one hand, and any Group Company, on the other hand other than employment contracts with employees; or (iii) obligate such Group Company to share, license or develop any product or technology are listed in Section 4.11 3.9 of the Disclosure Schedule and have been made available for inspection by the Series E Investors and their counsel (collectively, “Material Contracts”). No Group Company is in default or breach under any of the Material Contracts. For purposes of this Section 4.113.9, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB 500,000 US$3,000,000 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 the any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iviii) not in the ordinary course of business, (viv) transferring or licensing any Proprietary Assets Intellectual Property to or from the any Group Company (other than licenses granted in the ordinary course of business or licenses from commercially readily available “off the shelf’ ” computer software), (v) with a governmental or regulatory authority, (vi) granting a power of attorney, agency or similar authority, (vii) relating to indebtedness for money borrowed, providing for an extension of credit, indemnification or any guaranty or other agreement to maintain any financial condition of another Person, or (viii) being otherwise material to any Group Company or being an agreement on which any Group Company is substantially dependent. (b) Except as disclosed in the termination Disclosure Schedule, each Material Contract is a valid and binding agreement of the Group Company that is a party thereto, the performance of which would be reasonably likely to have a Material Adverse Effectdoes not and will not violate any applicable law or order, and is in full force and effect. No Except as disclosed in the Disclosure Schedule, each Group Company has either fully performed all of its obligations under or terminated without liability or is performing and in compliance with, each of the Material Contracts in all material aspects, and each counterparty to each Material Contract, to the best Knowledge of each Warrantor, is not in default with respect thereto. Except as disclosed in the Disclosure Schedule, none of the Group Companies has been, or has received any notice or has any Knowledge that any other party is, in breach of, or default under, any Material Contract to which it is a party, and to the Knowledge of each Warrantor, there has not occurred any event that with the lapse of time or the giving of notice or both would reasonably be expected to constitute such a default or would give another party the right to terminate or amend the terms of any Material Contract. (c) None of the Group Companies has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$200,000, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of its substantial assets or rights, other than the sale of its inventory or the licensing of its products in the ordinary course of business. (d) None of the Group Companies is a guarantor or indemnitor of any indebtedness of any other personPerson. (e) Save as disclosed in Section 3.9 (e) of the Disclosure Schedule, firm or corporation that is not a none of the Group Company. Each Material Contract to which any Group Company is a party is currently valid and in full force and effect, and is enforceable by such Group Company in accordance with its terms. No Group Company Companies has engaged in the past three (3) months in any discussion legal negotiation with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such the Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such the Group Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital shares of the Group Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital shares of the surviving entity) a majority of the total voting power represented by the shares of voting capital shares of the Group Company (or the surviving entity) outstanding immediately after such transaction, or (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital shares of the Group Company.

Material Contracts and Obligations. (a) All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtednessIndebtedness, liabilities and other obligations to which each any Group Company Entity is a party or by which it is bound that (ia) are material to the conduct and operations of its business and properties, (iib) involve any of the officers, consultants, directors, employees or shareholders of such the Group CompanyEntity except for their employment or engagement agreements (if applicable); or (iiic) obligate such Group Company Entity to share, license or develop any product product, key assets or technology are listed in Section 4.11 of Proprietary Assets have been provided to the Disclosure Schedule (collectively, “Material Contracts”). No Group Company is in default or breach under any of the Material ContractsInvestors and their counsel for inspection. For purposes of this Section 4.113.9, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group CompanyEntity, in excess of RMB 500,000 or that extend for more than one year beyond the date of this AgreementUS$50,000, (ii) not terminable upon thirty (30) days’ notice without incurring limiting or restricting any penalty Group Entity’s ability to compete or obligationotherwise conduct its business as now conducted and as presently proposed to be conducted in any manner, (iii) containing exclusivitytime or place, non-competition, or that contains any exclusivity provision or similar clauses that impair, restrict or impose conditions on the any Group CompanyEntity’s right to offer or sell products or services in specified areas, during specified periods, (iii) imposing or otherwisepotentially imposing security interest or encumbrance on any key assets, Proprietary Assets, or equity interest of any Group Entity, (iv) not in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Entity, (vi) authorizing any third party to conduct the business of any Group Company Entity or contracting any Principal Business to any third party, or being authorized or appointed by any third party to conduct any Principal Business, (other than licenses granted in vii) granting any third party the ordinary course right to distribute, market or sell any of business products of any Group Entity or licenses from commercially readily available “off affecting the shelf’ computer software)exclusive right of any Group Entity to distribute, market or sell its products, (viii) involving joint venture, strategic alliance or cooperation or similar arrangement, (ix) involving profit-sharing arrangement, (x) being with any Governmental Authority, (xi) relating the Indebtedness of any Group Entity or guarantee or indemnification provided by any Group Entity, or (vixii) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect. No Section 3.9(a) of the Disclosure Schedule contains a complete list of the material contracts. (b) Section 3.9(b) of the Disclosure Schedule contains a complete list of all types of content outsourcing agreements used by the Group Company is a guarantor or indemnitor of any indebtedness of any other person, firm or corporation that is not a Group CompanyEntities in its business operation. Each Material Contract to which of the content outsourcing contracts entered into by any Group Company Entity has provided that the copyright and other intellectual property right in the contents being outsourced shall belong to the respective Group Entity. A sample of each type of content outsourcing agreements (the “Sample Agreement”) has been provided to the Investors and their counsel for inspection. All content outsourcing agreements entered into by the Group Entities have been following the same template with the Sample Agreement and therefore are substantially the same with the Sample Agreement (except for the difference in commercial terms, such as the contents being outsourced and the price therefor). The provisions of each Sample Agreement are in compliance with applicable Laws. (c) Except as disclosed in Section 3.9(c) of the Disclosure Schedule, each of the material contracts is a party is currently legal, valid and in full force effect and effectconstitutes binding obligations of the parties thereto. None of the Group Entities has violated or committed a breach under, and is enforceable by or has received any communications alleging that such Group Company in accordance Entity has violated or committed a breach under, any of the above material contracts and obligations. No event which would (with its termsthe passage of time, notice or both) constitute a breach or default of any Group Entity under any of above material contracts, has occurred. No Group Company Entity has engaged given notice (whether or not written) that it intends to terminate a material contract or that any other party thereto has breached, violated or defaulted under any material contract and no Group Entity has received any notice (whether or not written) that any other party to a material contract intends to terminate such material contract. There is no legal action or dispute in relation to any of the past three (3) months in material contracts. The execution and performance of the material contracts do not violate any discussion with any representative applicable Laws or the Constitutional Documents of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such the relevant Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or personEntities.