Common use of Property and Assets Clause in Contracts

Property and Assets. Except as would not, individually or in the aggregate, have a Zeekr Material Adverse Effect: (a) Zeekr or one of its Subsidiary have good title to, or good and valid leasehold interests in, all property and assets reflected in the Zeekr Financial Information or acquired after the most recent balance sheet included in the Zeekr SEC Reports, except as have been disposed of since the most recent balance sheet included in the Zeekr SEC Reports in the ordinary course of business and not in violation of this Agreement, in each case, free and clear of Liens, except for Permitted Liens. (b) Zeekr or one of its Subsidiaries is in occupancy of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the knowledge of Zeekr, the lessor, except for such properties as are no longer used or useful in the conduct of their respective businesses or have been disposed in the ordinary course of business. (c) None of the assets, undertakings or goodwill of Zeekr or any of its Subsidiaries is subject to (i) any Lien, or to any agreement or commitment to create a Lien, and no Person has claimed to be entitled to create such a Lien; or (ii) any lease, lease hire agreement, hire purchase agreement or agreement for payment on deferred terms or is the subject of any licence or factoring arrangement. (d) The assets of Zeekr and its Subsidiaries comprise all the assets that is material to or necessary for the continuation of Zeekr’s and its Subsidiaries’ business, to the same extent and in the jurisdictions it currently conducts its business. (e) The plant, machinery, equipment, vehicles and office used by Zeekr and its Subsidiaries are in good working order and state of repair in all material respects, have been regularly maintained (and are not in need of maintenance or repairs except for routine maintenance or repairs, or significant capital investment), are serviceable and in good working order and are capable of doing the work for which they were designed. All such assets are capable of being properly used in Zeekr’s and its Subsidiaries’ business in compliance with applicable Laws, and no such asset is dangerous, obsolete or surplus to requirements in any material respect. (f) The stock-in-trade and work-in-progress of Zeekr and its Subsidiaries is in good and undamaged condition and is capable of being used and sold in the ordinary course of business in accordance with its current price list without material discount, rebate or allowance and is adequate and not excessive in any material respect in relation to the current trading requirements of Zeekr and its Subsidiaries. Reasonable impairment has been made in the books and records of Zeekr and its Subsidiaries in respect of the stock-in-trade of Zeekr or any of its Subsidiaries that is obsolete or slow moving or out of date, fashion or demand, and none of the stock-in-trade of Zeekr or any of its Subsidiaries is likely to realize less than its net book value in any material respect.

Property and Assets. (a) Except as would not, individually or in the aggregate, have a Zeekr Geely Material Adverse Effect: (a) Zeekr , Geely or one of its Subsidiary have good title to, or good and valid leasehold interests in, all property and assets reflected in the Zeekr Geely Financial Information or acquired after the most recent balance sheet included in the Zeekr SEC ReportsGeely Public Documents, except as have been disposed of since the most recent balance sheet included in the Zeekr SEC Reports Geely Public Documents in the ordinary course of business and not in violation of this Agreement, in each case, free and clear of Liens, except for Permitted Liens. (b) Zeekr Geely or one of its Subsidiaries is in occupancy of the properties purported to be leased thereunder, and except as would not, individually or in the aggregate, have a Geely Material Adverse Effect, each such lease is valid without default thereunder by the lessee or, to the knowledge of ZeekrGeely, the lessor, except for such properties as are no longer used or useful in the conduct of their respective businesses or have been disposed in the ordinary course of business. (c) None of the assets, undertakings or goodwill of Zeekr Geely or any of its Subsidiaries is subject to (i) any Lien, or to any agreement or commitment to create a Lien, and no Person has claimed to be entitled to create such a Lien; or (ii) any lease, lease hire agreement, hire purchase agreement or agreement for payment on deferred terms or is the subject of any licence or factoring arrangement. (d) The assets of Zeekr Geely and its Subsidiaries comprise all the assets that is material to or necessary for the continuation of ZeekrGeely’s and its Subsidiaries’ business, to the same extent and in the jurisdictions it currently conducts its business. (e) The plant, machinery, equipment, vehicles and office used by Zeekr Geely and its Subsidiaries are in good working order and state of repair in all material respects, have been regularly maintained (and are not in need of maintenance or repairs except for routine maintenance or repairs, or significant capital investment), are serviceable and in good working order and are capable of doing the work for which they were designed. All such assets are capable of being properly used in ZeekrGeely’s and its Subsidiaries’ business in compliance with applicable Laws, and no such asset is dangerous, obsolete or surplus to requirements in any material respect. (f) The stock-in-trade and work-in-progress of Zeekr Geely and its Subsidiaries is in good and undamaged condition and is capable of being used and sold in the ordinary course of business in accordance with its current price list without material discount, rebate or allowance and is adequate and not excessive in any material respect in relation to the current trading requirements of Zeekr Geely and its Subsidiaries. Reasonable impairment has been made in the books and records of Zeekr Geely and its Subsidiaries in respect of the stock-in-trade of Zeekr Geely or any of its Subsidiaries that is obsolete or slow moving or out of date, fashion or demand, and none of the stock-in-trade of Zeekr Geely or any of its Subsidiaries is likely to realize less than its net book value in any material respect.

Property and Assets. Except as (a) The Company does not own any real property. (b) Section 3.9(b) of the Disclosure Schedule lists all real property leased licensed or subleased to or otherwise occupied by the Company (the “Leased Property”). Other than the Leased Property, the Company does not occupy any other Business Facility. The Company has peaceful possession of its Leased Property pursuant to the terms of the applicable lease agreement, and to the Knowledge of the Company, there are no parties (other than the Company) in possession of, or with the right to posses, any of the Leased Property. The Company has not received any notice from any insurance company of any defects or inadequacies in any Leased Property or any part thereof which could materially and adversely affect the insurability of such property or the premiums for the insurance thereof, nor has any notice been given by any insurer of any such property requesting the performance of any repairs, alterations or other work with which compliance has not been made. There currently exists water, sewer, gas, electrical, telephone and telecommunication lines and surface drainage systems serving each Leased Property, which are in reasonable working order and are sufficient to permit the Company to conduct business at such Leased Property in the manner it is currently conducted. There are no pending, or, to the Knowledge of the Company, threatened condemnation or eminent domain Actions or Proceedings, or any special assessments or other activities of any public or quasi-public body that would notbe likely to adversely affect the Leased Property. The Company has no obligation to incur an amount greater than $20,000, individually or in the aggregate, have a Zeekr Material Adverse Effect: (a) Zeekr or one of its Subsidiary have good title toto restore any Leased Property, or good and valid leasehold interests in, all property and assets reflected in at the Zeekr Financial Information or acquired after the most recent balance sheet included in the Zeekr SEC Reports, except as have been disposed of since the most recent balance sheet included in the Zeekr SEC Reports in the ordinary course of business and not in violation of this Agreement, in each case, free and clear of Liens, except for Permitted Liens. (b) Zeekr or one of its Subsidiaries is in occupancy end of the properties purported to be leased thereunder, and each such applicable lease is valid without default thereunder term thereof in connection with the required removal of material tenant improvements installed by the lessee or, to the knowledge of Zeekr, the lessor, except for such properties as are no longer used or useful in the conduct of their respective businesses or have been disposed in the ordinary course of businessCompany. (c) None Each item of equipment, including computers, servers, machinery and other similar items (other than items or categories of items having a book value of less than $10,000 individually), used by the assetsCompany is in reasonable operating condition, undertakings or goodwill reasonable wear and tear excepted, for the purposes for which it is currently being used and the Company has good and valid title to all such equipment free and clear of Zeekr or any of its Subsidiaries is subject Liens (other than Permitted Liens), except for those items to (i) any Lien, or to any agreement or commitment to create which the Company has a Lien, and no Person has claimed to be entitled to create such a Lien; or (ii) any lease, lease hire agreement, hire purchase agreement or agreement for payment on deferred terms or is the subject of any licence or factoring arrangementvalid leasehold interest. (d) The Section 3.9(d) of the Disclosure Schedule contains a complete and accurate list of all Liens (other than Permitted Liens) on any properties or assets of Zeekr and its Subsidiaries comprise all the assets that is material to or necessary for the continuation of Zeekr’s and its Subsidiaries’ business, to the same extent and in the jurisdictions it currently conducts its businessCompany. (e) The plantCompany does not use any assets, machineryTechnology or Intellectual Property Rights that are owned, equipmentin whole or in part, vehicles by any Affiliate of the Company. The Company has not at any time transferred or licensed any assets, Technology or Intellectual Property Rights to the Company Shareholders or any entity in which the Company Shareholders owned or owns more than five percent (5%) of the equity interests of such entity. All assets located at any Business Facility are owned or leased by the Company, and office used there is no loaned or consigned equipment or other asset owned by Zeekr and its Subsidiaries are in good working order and state any third party on any such premises that is not the subject of repair in all material respectsa valid written lease giving the Company the right to use such asset, have a copy of which lease has been regularly maintained provided to Parent prior to the date hereof. The Company, is not subject to any Law, Contract, Lien (and are not in need of maintenance or repairs except for routine maintenance or repairs, or significant capital investmentother than Permitted Liens), are serviceable and in good working order and are capable of doing the work for which they were designed. All such assets are capable of being properly used in Zeekr’s and its Subsidiaries’ business in compliance with applicable Laws, and no such asset is dangerous, obsolete Action or surplus to requirements Proceeding or settlement agreement or stipulation that restricts in any material respect. (f) The stock-in-trade and work-in-progress of Zeekr and its Subsidiaries is in good and undamaged condition and is capable of being used and sold in manner the ordinary course of business in accordance with its current price list without material discountuse, rebate transfer or allowance and is adequate and not excessive in any material respect in relation to the current trading requirements of Zeekr and its Subsidiaries. Reasonable impairment has been made in the books and records of Zeekr and its Subsidiaries in respect of the stock-in-trade of Zeekr or any licensing of its Subsidiaries assets or rights or may that is obsolete affect the validity, transferability, use or slow moving or out of date, fashion or demand, and none of the stock-in-trade of Zeekr or any enforceability of its Subsidiaries is likely to realize less than its net book value in any material respectassets or rights.