Statement and warranty Sample Clauses

Statement and warranty. 4.1 Each party states and warrants to the other party that, on the date of the Agreement: (a) It is a legal entity duly incorporated and validly existing and has obtained all governmental approvals, qualifications and permits necessary for relevant business in accordance with applicable laws, and it has the power to enter into the Agreement and perform the obligations hereunder; it’s Board of Shareholders or any other organ of power with the authority of approving the Agreement has duly and effectively taken all necessary measures or other actions to approve its signing, delivery and performance of the Agreement; upon signing, the Agreement shall be effective and binding on both parties and be enforceable to the party in accordance with the terms hereof; (b) The signing, delivery and performance of the Agreement will not: (a) conflict with, or violate the following documents or upon receipt of the relevant notice or with time: (i) its business license, Articles of Association, permits, government approvals for its establishment, agreements relating to its establishment or any other framework documents, (ii) any laws of the PRC or other laws which are binding on it, (iii) any contract to which it is a party or which is binding on it or its assets, or other documents; (b) create or enable any third party to set any pledge or other encumbrances to its assets; (c) terminate or modify any terms of any contract to which it is a party or which is binding on it or its assets or other documents, or enable any third party to terminate or modify terms of such documents; (d) result in the suspension, revocation, damage, confiscation or non-renewal upon expiry of any approval, permit and registration from any government department applicable to it; (c) There is no ongoing and pending or threatened (to its knowledge) lawsuit, arbitration or other judicial or administrative proceedings which affect its capacity to perform its obligations hereunder; and (d) It has disclosed to the other party all contracts, government approvals, permits or other documents (to which it is a party or which are binding on it or its assets or businesses) which may have material adverse effect on its capacity to perform its obligations hereunder; and there is no misrepresentation or omission of any material fact in all documents provided to the other party previously. 4.2 The Domestic Company further states and warrants to the Sole-funded Company: (a) Pay full service fees to the Sole-funded C...
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Statement and warranty. 3.1 Both parties hereby state and warrant as follows: 3.1.1 Party A is a company legally registered and validly existing in accordance with Chinese law; 3.1.2 Party A fulfills this Agreement within the business scope of the Company; it has acquired necessary company authorizations, consents and approvals from third parties and government departments, and does not violate legal or contractual restrictions that are binding or influential; 3.1.3 Upon signing this Agreement, it is legal, valid, binding and enforceable to Party A. 3.2 Party B hereby states and warrants as follows: 3.2.1 Party B is a company legally registered and validly existing in accordance with Chinese law; 3.2.2 Party B has signed and executed this Agreement within its business scope; it has acquired necessary company authorizations, consents and approvals from third parties and government departments, and does not violate legal or contractual restrictions that are binding or influential; 3.2.3 Upon signing this Agreement, it is legal, valid, binding and enforceable to Party B.
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Statement and warranty. 3.1 Both parties declare, state and warrant the following: A. It is independent legal person established by law and sustained validly; B. It has the qualification to undertake the cooperation under this agreement, and this cooperation follows the regulation of the business scope; C. Its representative has been authorized fully to sign this agreement; D. It has the capability to perform the obligation under this agreement, and the obligation performance should not violate any binding law. 3.2 Party A warrants to use the information which Party B allows Party A to use in the manner provided in this agreement, and Party A shall not authorize any third party other than Xxxx.xxx to use such information without the consent from Party B.
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Statement and warranty. 4.1 The Parties respectively state and warrant as follows: (a) They, as duly organized and validly existing enterprises or individuals with full capacity for civil conduct, have the full power and capacity to execute and perform this Agreement and other instruments necessary for the realization of the purpose herein. Once executed, this Agreement shall constitute legal, valid and binding obligations of them and enforceable against them in accordance with the provisions thereof; (b) They have taken or intend to take all necessary measures to duly and effectively authorize the execution, delivery and performance of this Agreement and all other instruments related to the transaction hereunder without infringement of any related law, regulation and government regulation, or the legal rights and interests of any third party; (c) The performance of this Agreement or the obligations provided herein may not: (i) violate any related laws and regulations in China; (ii) conflict with the articles of association or other organizational documents; (iii) violate or constitute a default under any agreement or instrument to which they are a party or that binds upon them; (iv) violate any condition for the grant and/or continued effectiveness of any permit or approval granted to them; or (v) cause any permit or approval granted to them to be suspended, canceled or attached with additional conditions. 4.2 The Selling Party hereby represent and warrant as follows to The Buyer Party: (a) The Selling Party legally and effectively holds in total 100% of Target Company stock right and the acquisition and holding of such Target Stock Right do not violate any laws, regulations and government regulations or infringe the legal rights and interests of any third party; (b) Target Company, as an enterprise duly organized and validly existing in China in accordance with laws in China, has full legal capacity and therefore has the right to own, dispose of and operate its assets and business and carry out the business in progress or planned to be conducted. Target Company has obtained all the permits, licenses or other approvals, examinations, filling and registration procedures required for conducting all the businesses set out in its business license; (c) Target Company has not violated any related laws, regulations or government regulations since its establishment; (d) The Target Stock Right of Target Company that held by The Selling Party is free from security interests or other right...
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Statement and warranty. 1. Good Standing of Party A 2. Good Standing of Party B 3. Party B lawfully obtained the exclusive operating right;
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Statement and warranty. 2.1 The transferor separately and not jointly makes the following statements and warranties to the transferee: (1) The transferor has all the power and rights to enter into and perform the obligations under this Agreement. Other shareholders of the company have waived their right of first refusal or any other rights they may have in relation to the transfer of the equity interest under this Agreement. (2) The execution or performance of this Agreement does not violate any major contract or agreement that the transferor is a party to or that binds its assets. (3) The execution, delivery, and performance of this Agreement do not violate any applicable laws, regulations, rules, decrees, or orders established by any government department with jurisdiction over the transferor or its ability to fulfill its obligations under this Agreement, or the interpretation of any of the foregoing. (4) This Agreement will be legally and effectively binding on the transferor after it is signed by all parties. (5) The transferor has complete and valid disposal rights over the equity interest being transferred under this Agreement, and has not provided any guarantees, mortgages, or any other third-party interests to any third party and is not subject to any third-party claims. 2.2 The transferee makes the following statements and warranties to other parties: (1) The transferee has all the power, rights, and authorizations to enter into and perform the obligations under this Agreement. (2) The execution or performance of this Agreement does not violate any major contract or agreement that the transferee is a party to or that binds its assets. (3) The execution, delivery, and performance of this Agreement do not violate any applicable laws, regulations, rules, decrees, or orders established by any government department with jurisdiction over the transferee or its ability to fulfill its obligations under this Agreement, or the interpretation of any of the foregoing. (4) This Agreement will be legally and effectively binding on the transferee after it is signed by all parties. 2.3 The third party makes the following statements and warranties: (1) The third party is lawfully established and validly existing under the laws of the People’s Republic of China. (2) The third party has all the power, rights, and authorizations to enter into and perform the obligations under this Agreement. (3) The execution or performance of this Agreement does not violate any major contract or agreement ...
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Statement and warranty. 3.1 The authorized parties state and warrant as below: 3.1.1 They have full rights and authorization to sign and perform this Agreement; 3.1.2 The performance of this Agreement and obligations does not violate laws, regulations and other agreements, and does not require approval or authorization of the government department; 3.1.3 There are no litigation, arbitration or other judicial or administrative proceedings that are pending or may materially affect the performance of this Agreement; 3.1.4 All circumstances that may have adverse impacts on the performance of this Agreement have been disclosed to Party A; 3.1.5 They are not bankrupt, and financial condition is sound and sound; 3.1.6 There is no pledge, guarantee, liability and other debs from third-parties in the shareholding of Luji Technology, and it is not subject to third parties' recourse, except the equity pledge agreement signed by Party A and Party B; 3.1.7 No pledge, liability and other debs from third-parties will be placed on their shares of Luji Technology, and will not dispose their shares to Party A or designated third parties by means of transfer, donation, pledge or others; 3.1.8 The option rights granted to Party A shall be exclusive and the authorized parties shall not grant option rights or similar rights to other persons other than Party A or the designated third party in any other way; 3.1.9 During the term of this Agreement, the operating business of Luji Technology complies with laws, regulations, rules and other administrative regulations and guidelines promulgated by competent government authorities, and there is no violation of above provisions that constitutes a significant adverse impact on the business or assets of the company; 3.1.10 Maintain the existence of Luji Technology in accordance with good financial and commercial standards and practices. Prudently and effectively operate its business and transactions, and do its utmost to obtain licenses, certificates and approvals required for its operations, and ensure that such licenses, certificates and approvals are not cancelled, withdrawn or declared as invalid; 3.1.11 Provide all operational and financial information about Luji Technology to Party A at its request; 3.1.12 Before Party A (or its designated third party) exercising option rights and acquiring the entire equity or interest in Luji Technology, except obtaining the written consent of Party A (or its designated third party), Luji Technology shall not: (a) sell,...
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Statement and warranty. 7.1. Seller’s irrevocable statement and warranty (a) The ownership transfers of all shares of “Shanghai Hartford” is entirely voluntary by Party A.
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Statement and warranty. 7.1 Seller’s irrevocable statement and warranty (a) The ownership transfers of 60% of the shares of “the Company” are entirely voluntary by Party A. (b) All the statements, explanations or warranties, commitments and all materials presented to Party B by Party A for the transaction are true, legal and valid, and there are no falsifications, such as fiction, forgery, concealment or omission. (c) After the effective date of this Agreement, it will constitute a legal, valid and binding document to Party A (the original shareholder). 7.2 Purchaser’s irrevocable statement and warranty (a) The receipt of the ownership transfer of 60% of the shares of “the Company” is entirely voluntary of Party B. 7.2(b) Party B has the right to enter into this Agreement and to perform its rights and obligations under this Agreement without violating the provisions of Party B's Articles of Incorporation, and there are no legal obstacles or restrictions. 7.2 (c) Party B warrants that the transfer of the shares is true and that it has sufficient ability to perform this agreement.
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Related to Statement and warranty

  • BORROWER'S REPRESENTATIONS AND WARRANTIES Borrower represents and warrants that: (a) immediately upon giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of Default has occurred and is continuing; (b) Borrower has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; (c) the certificate of incorporation and by-laws of Borrower (collectively, “Organizational Documents”) delivered to Bank on or prior to the date hereof are true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect as of the date hereof, and Borrower shall promptly deliver to Bank any amendments, supplements, restatements or other modifications to such Organizational Documents; (d) the execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized by all necessary corporate action on the part of Borrower; (e) this Amendment has been duly executed and delivered by the Borrower and is the binding obligation of Borrower, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; and (f) as of the date hereof, Borrower has no defenses against the obligations to pay any amounts under the Obligations. Borrower acknowledges that Bank has acted in good faith and has conducted in a commercially reasonable manner its relationships with Borrower in connection with this Amendment and in connection with the Loan Documents. Borrower understands and acknowledges that Bank is entering into this Amendment in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate.

  • Representations and Warranty 8.1 You represent and warrant that you and the Representative, will perform all activities relating to the Service: (a) in accordance with Best Industry Practice and in a professional and lawful manner; (b) if applicable, using appropriately skilled and experienced Representatives whose identity, address and right to live and work in Bermuda and (to the maximum extent permissible) whose absence of relevant criminal records has been verified; (c) in strict accordance with the standards and timelines set out in Schedule 1 or Appendix 1, free of defects, errors or faults, in order to meet the Objectives of this Agreement; and (d) in accordance with applicable law including PIPA, rules, regulations and guidelines or policies provided by us. 8.2 You represent and warrant that: (a) upon installation, the Equipment will be compatible with existing equipment and software on our systems and the Equipment will meet all the technical documentation and requirements required to operate the Service in accordance with our requirements and objectives; and (b) you have the right to license all intellectual property rights in a Service, Software and Documents, to us. 8.3 You represent and warrant that you are not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on your ability to perform your obligations and you will notify us immediately if you have any actual or potential conflict of interest which might affect your ability to provide the Service. 8.4 You represent and warrant that this Agreement is executed by you or by your duly authorized Representative and that you have obtained all required authorizations and capacity in order that you can fulfill your obligations. 8.5 You declare that you are in possession of all Consents necessary for the provision of a Service and you will maintain such Consents at all times while providing the Service. 8.6 You shall procure the benefit of any warranties or guarantees in respect of goods and materials you supply to us and provide copies of such warranties or guarantees. 8.7 You declare that all payments to us, including but not limited to, taxes and social insurance, are current. 8.8 You shall provide information or sign any other agreements necessary or as requested by us, in order that either you or we can fulfill their obligations under this Agreement. 8.9 You represent and warrant that you are that a Service does not infringe or misappropriate any patent, copyright, trade secret or other intellectual property right of a third party or breach of any law applicable to it. 8.10 You represent and warrant that you are fully satisfied as to the scope and nature of the Service and of your obligations under this Agreement and that you have the corporate power and authority to enter into, and perform your obligations under, the Agreement.

  • Representation and Warranty The Executive hereby acknowledges and represents that he has had the opportunity to consult with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein. Executive represents and warrants that Executive has provided the Company a true and correct copy of any agreements that purport: (a) to limit Executive’s right to be employed by the Company; (b) to prohibit Executive from engaging in any activities on behalf of the Company; or (c) to restrict Executive’s right to use or disclose any information while employed by the Company. Executive further represents and warrants that Executive will not use on the Company’s behalf any information, materials, data or documents belonging to a third party that are not generally available to the public, unless Executive has obtained written authorization to do so from the third party and provided such authorization to the Company. In the course of Executive’s employment with the Company, Executive is not to breach any obligation of confidentiality that Executive has with third parties, and Executive agrees to fulfill all such obligations during Executive’s employment with the Company. Executive further agrees not to disclose to the Company or use while working for the Company any trade secrets belonging to a third party.

  • BORROWER REPRESENTATIONS AND WARRANTIES The Borrower represents and warrants to the Bank that each of the representations and warranties made in the Note and the other Related Documents and each of the following representations and warranties are and will remain, true and correct until the later of maturity or the date on which all Liabilities evidenced by the Note are paid in full: 5.1 No default, event of default or event that would constitute a default or event of default but for the giving of notice, the lapse of time or both, has occurred and is continuing under any provision of the Note, as modified by this agreement, or any other Related Document. 5.2 No event has occurred which may in any one case or in the aggregate materially and adversely affect the financial condition, properties, business, affairs, prospects or operations of the Borrower or any guarantor or any subsidiary of the Borrower. 5.3 The Borrower has no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to the Note or any other Liabilities. 5.4 The Note, as modified by this agreement, and the other Related Documents are the legal, valid, and binding obligations of the Borrower and the other parties, enforceable against the Borrower and other parties in accordance with their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity. 5.5 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

  • Buyer Representations and Warranties The Buyer represents and warrants to, and covenants and agrees with, the Company, as of the date hereof and as of the Closing Date, as follows:

  • Lender’s Representations and Warranties Lender makes the following warranties and representations to CSO, all of which shall survive the execution and termination of this Agreement for any reason: a. This Agreement is valid, binding and enforceable against Lender in accordance with its terms and Lender has received all necessary organizational approvals to enter into this Agreement and to perform its obligations hereunder. Except for Lender’s registration described below, Lender is not required to obtain the approval of, or be licensed by, any Regulatory Authority to lawfully perform its obligations hereunder. b. Lender is a limited liability company duly formed, validly existing, and in full force and effect under the laws of the State of Ohio and is authorized and registered to do business in Ohio and in each other state in which the nature of its activities makes such authorization, registration, or licensing necessary or required. Lender is registered under the Ohio Second Mortgage Loan Law (Ohio Revised Code §§ 1321.51-.60) and will remain so registered throughout the term of this Agreement. c. Lender is not affiliated with CSO or any affiliate of CSO. d. Lender has the full organizational power and authority to execute and deliver this Agreement and perform all of its obligations hereunder. e. The provisions of this Agreement and the performance of each of Lender’s obligations hereunder do not conflict with Lender’s Articles of Organization, Operating Agreement, or any agreement, contract, lease, or obligation to which Lender is a party or by which Lender is bound. f. Neither Lender nor any principal thereof has been or is the subject of any of the following: i. Criminal conviction (other than misdemeanor traffic offenses); ii. IRS lien; iii. Enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty, or similar agreement concerning lending matters; iv. Administrative or enforcement proceeding or material investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, or any other state or federal Regulatory Authority (excluding routine examinations conducted by a Regulatory Authority and excluding communications received in the ordinary course of business from any Regulatory Authority such as communications concerning consumer complaints or communications related to immaterial issues); or v. Restraining order, decree, injunction, or judgment in any proceeding or lawsuit alleging fraud or deceptive practices or illegal activity on the part of Lender or any principal thereof. For purposes of this Section 11(f) the term “principal” of Lender shall include (i) any person directly or indirectly owning a ten percent or more equity interest of Lender, (ii) any officer, member or director of Lender and (iii) any other person having the power or authority to control Lender’s business.

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Customer Representations and Warranties (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so. (b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto. (c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank. (d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet. (e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment. (f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations. (g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.

  • Subscriber Representations and Warranties Subscriber represents and warrants to the Company that: (a) If Subscriber is a legal entity, Subscriber (i) has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of formation or incorporation and (ii) has the requisite power and authority to enter into, and perform its obligations under, this Subscription Agreement. If Subscriber is an individual, Subscriber has the legal competence and capacity to enter into and perform its obligations under this Subscription Agreement. (b) If Subscriber is an entity, this Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. If Subscriber is an individual, Subscriber’s signature is genuine and the signatory has the legal competence and capacity to execute this Subscription Agreement. Assuming the due authorization, execution and delivery of the same by the Company, this Subscription Agreement shall constitute the valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. (c) The purchase of the Subscribed Shares hereunder, the compliance by Subscriber with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) if Subscriber is a legal entity, the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its properties that in the case of clauses (i) and (iii), would reasonably be expected to have a Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Subscriber that, individually or in the aggregate, would reasonably be expected to materially impair or materially delay Subscriber’s performance of its obligations under this Subscription Agreement, including the purchase of the Subscribed Shares.

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