Structure Agreements Sample Clauses

Structure Agreements. Section 3.18 of the Disclosure Schedule sets forth all of the Structure Agreements, which constitute all of the agreements, contracts and instruments enabling the Company to effect control over and consolidate with its financial statements each Group Company. Each of the Group Companies which is a party to the Structure Agreements has full power, authority and legal right to execute, deliver and perform their respective obligations under each of the Structure Agreements to which it is a party, and has authorized, executed and delivered each of the Structure Agreements to which it is a party, and such obligations constitute valid, legal and binding obligations enforceable against it in accordance with the terms of each of the Structure Agreements. The execution, delivery and performance of each Structure Agreement by the parties thereto did not and is not reasonably expected to (i) result in any violation of the business license, articles of association, other constitutional documents (if any) or permits of the Group Companies; (ii) result in any violation of or penalty under any laws, regulations, rules, orders, decrees, guidelines, judicial interpretations, notices or other legislation of the PRC as in effect as of the date hereof, including any applicable building or zoning ordinances, covenants, or restrictions; or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any other Contract, license, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument in effect as of the date hereof to which any of them is a party or by which any of them is bound or to which any of their property or assets is subject; except, in the case of clause (ii) and (iii), as would not reasonably be expected to have a Material Adverse Effect. Each Structure Agreement is in full force and effect and none of the Group Companies which is a party to any Structure Agreement is in breach or default in the performance or observance of any of the terms or provisions thereof. To the Knowledge of the Seller Parties, none of the parties to any Structure Agreement has sent or received any communication regarding termination of, or intention not to renew, any of the Structure Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. No breach or default, alleged breach or default, or event which would (with the passage of time, notice or bo...

Structure Agreements. (a) Schedule 3.22 sets forth all of the Structure Agreements, which constitute all of the agreements, contracts and instruments enabling the Company to control and consolidate with its financial statements each Affiliated Company. Each of the Group Companies has the legal right, power and authority (corporate and other) to enter into and perform its obligations under each of the Structure Agreements to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each of the Structure Agreements to which it is a party; and each of the Structure Agreements to which each of the Group Companies, as applicable, is a party constitutes a valid and legally binding obligation of each of them enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) Each of the Structure Agreements has been executed and delivered by the parties named therein; and each of the Structure Agreements constitutes a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, subject as to enforceability to bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (c) Each of the Structure Agreements is in proper legal form under the laws and regulations of the PRC for the enforcement thereof against each of the parties thereto in the PRC without further action by any of them; and to ensure the legality, validity, enforceability or admissibility in evidence of each of the Structure Agreements in the PRC, it is not necessary that any such document be filed or recorded with any court or other authority in the PRC or that any stamp or similar tax be paid on or in respect of any of the Structure Agreements. (d) The execution and delivery by each of the Group Companies, if applicable, of, and the performance by each of them of its respective obligations under, each of the Structure Agreements to which it is a party and the consummation by them of the transactions contemplated therein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed ...

Structure Agreements. Section 3.24 of the Seller Disclosure Schedule sets forth all of the agreements, contracts and instruments enabling the Seller to effect control over and consolidate with its financial statements each Group Company (the “Structure Agreements”). Each of the Companies, Subsidiaries, Group Companies and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇ which or who is a party to the Structure Agreements has full power, authority and legal right to execute, deliver and perform their respective obligations under each of the Structure Agreements to which it or he is a party, and has authorized, executed and delivered each of the Structure Agreements to which it or he is a party, and such obligations constitute valid, legal and binding obligations enforceable against it or him in accordance with the terms of each of the Structure Agreements, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at Law). The execution, delivery and performance of each Structure Agreement by the parties thereto did not and is not reasonably expected to (i) result in any violation of the business license, articles of association, other constitutional documents (if any) or permits of the Subsidiaries or the Group Companies; (ii) result in any violation of or penalty under any laws, regulations, rules, orders, decrees, judicial interpretations, notices or other legislation of the PRC as in effect as of the date hereof; or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any other contract, license, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument in effect as of the date hereof to which any of them is a party or by which any of them is bound or to which any of their property or assets is subject; except, in the case of clause (i), (ii) and (iii), as would not reasonably be expected to have a Seller Material Adverse Effect. Each Structure Agreement is in full force and effect and none of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇, the Subsidiaries or the Group Companies which or who is a party to any Structure Agreement is in breach or default in the performance or observance of any of the terms or provisions thereof. To the Seller’s Knowledge, none of the parties to any Structure Agre...

Structure Agreements. (i) Section 3.28(i) of the Disclosure Schedule sets forth a list of all Structure Agreements, which enable the Company to control and consolidate with its financial statements the Domestic Co-1 and Domestic Co-2. Each member of the Company Group has the legal right, power and authority (corporate and other) to enter into and perform its obligations under each Structure Agreement to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each Structure Agreement to which it is a party. (ii) Except as otherwise disclosed in Section 3.28(ii) of the Disclosure Schedule, each Structure Agreement constitutes a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other remedies in the nature of equitable remedies. (iii) Except as otherwise disclosed in Section 3.28(iii) of the Disclosure Schedule, each Structure Agreement is in proper legal form under applicable Law of the PRC for the enforcement thereof against each of the parties thereto in the PRC without further action by any of them; and to ensure the legality, validity, enforceability or admissibility in evidence of each Structure Agreement in the PRC, it is not necessary that any such document be filed or recorded with any Governmental Authority in the PRC or that any stamp or similar Tax be paid on or in respect of any Structure Agreement. (iv) The execution and delivery by each party named in each Structure Agreement, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (a) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its constitutional documents as in effect at the date hereof, any applicable Law, or any Contract to which any member of the Company Group is a party or by which any member of the Company Group is bound, (b) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any indebtedness or other Liability of any member of the Compa...

Structure Agreements. Asset Purchase Agreement dated August 2004 between Target Multi-Media and Shanghai Target Media, as amended

Structure Agreements. The Company and Management Shareholders shall (i) have completed all documentation necessary to change the nominees named in the Structured Agreements to D▇▇▇▇ ▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, (ii) have submitted all such documentation to the appropriate government authorities on or prior to First Closing and (ii) have provided evidence to Buyer’s reasonable satisfaction that such documentation has been completed and submitted.

Structure Agreements. The description of the corporate structure of the Company and the various contracts among the Company and its subsidiaries and consolidated entities or shareholders of the subsidiaries and consolidated entities (each, a “Structure Agreement,” and collectively, the “Structure Agreements”), as set forth in the Prospectus under the captions “Corporate Structure” and “Related Party Transactions” and filed as exhibits to the Registration Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading in any material respect. There is no other agreement, contract or other document relating to the corporate structure or the operation of the Company and its subsidiaries and consolidated entities which has not been previously disclosed or made available to the Underwriters and, to the extent material to the Company, disclosed in the Prospectus.