Subsidiary Contracts Sample Clauses

Subsidiary Contracts. Schedule 3.19 sets forth a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which a Subsidiary is a party or by which a Subsidiary is bound or to which any of the properties or assets of a Subsidiary is subject (each, a “Subsidiary Contract”). Each Subsidiary Contract is valid, binding, and enforceable in accordance with it terms, and no Subsidiary or, to the Company’s knowledge, any other party to such Subsidiary Contract is in breach or violation of any Subsidiary Contract.

Subsidiary Contracts. (a) Section 3.08 of the Seller Disclosure Schedule contains a complete list of: (i) each Subsidiary Contract in excess of RMB 500,000 that is not terminable by Singapore Subsidiary or Suzhou Subsidiary, as applicable, upon 30 calendar days (or less) notice by party without penalty or obligation to make any payment based on such termination; (ii) each other Subsidiary Contract that contains or provides for: (A) any agreement for the purchase or license of services or other assets providing for either (i) annual payments by Singapore Subsidiary or Suzhou Subsidiary, as applicable, of RMB 250,000 or more or (ii) aggregate payments by Singapore Subsidiary or Suzhou Subsidiary, as applicable, of RMB 250,000 or more; (B) any partnership, joint venture or other similar agreement or arrangement; (C) any agreement relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise); (D) any agreement relating to Indebtedness; or (E) any agreement that limits the freedom of Singapore Subsidiary or Suzhou Subsidiary to compete in any line of business or with any Person or in any area. (b) Each Subsidiary Contract is a valid and binding agreement of Singapore Subsidiary or Suzhou Subsidiary, as applicable, and is in full force and effect (subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies) in all material respects, and none of Singapore Subsidiary or Suzhou Subsidiary or, to the knowledge of Seller, any other party thereto is in material default or material breach under the terms of any such Subsidiary Contract.

Subsidiary Contracts. The land under the State-owned Land Use Right Certificate (▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ (2002) No.180084) and the buildings under the Real Property Ownership Right Certificates (▇▇▇ ▇▇▇▇ Di Zheng Zi No. C 1226877, No. C 1226878, No. C 1226879, No. C 1226880, No. C 1594954 and No. C 1957090) have been mortgaged to Foshan Nanhai Shishan Branch of the Agricultural Bank of China (中国农业银行佛山南海狮山支行) under the Mortgage Agreement No. 44906200800001513. The term of mortgage is from August 1, 2008 to July 28, 2010. Two sets of twin-roll hot rolling ▇▇▇▇▇, two sets of non-woven equipments, five sets of screw compressors, one set of air conditioning unit, three sets of cross-flow type cooling towers, two sets of power equipments, one compressor, three cranes, three fans, eighty spinneret boards, two inverters, four air compressor repair parts, one masterbatch injection machine, one compressed air tank and one stenter machine owned by Foshan have been mortgaged to Foshan Nanhai Shishan Branch of the Agricultural Bank of China (中国农业银行佛山南海狮山支行) pursuant to the Mortgage Agreement No. 44906200900016735. The term of mortgage is from December 15, 2009 to December 14, 2011. $______________ February 12, 2010 FOR VALUE RECEIVED, and upon and subject to the terms and conditions set forth herein, Perpetual Technologies, Inc., a Delaware corporation (“Issuer”), hereby promises to pay to the order of _____________________, a _________________ (“Purchaser” and, together with its successors and assigns, “Holder”), the principal sum of __________________ UNITED STATED DOLLARS (U.S. $____________) on the Maturity Date, together with interest as provided herein. This Note was issued under and is subject to a Note Purchase Agreement (the “Purchase Agreement”) dated as of __________, 2010 among Issuer, Purchaser and certain other parties. This Note is one of a series of secured convertible promissory notes of Issuer issued pursuant to the Purchase Agreement. The other notes are referred to herein as the “Other Notes” (and, together with this Note, the “Notes”) and the holders of such Other Notes are referred to herein as the “Other Noteholders.” Capitalized terms used and not otherwise defined herein will have the respective meanings given to such terms in the Purchase Agreement.

Subsidiary Contracts. (a) Part 2.13 of the Disclosure Schedule identifies and provides an accurate and complete description of each Subsidiary Contract, except for any Excluded Contract. Subsidiary has delivered to Purchaser and counsel to Purchaser accurate and complete copies of all Subsidiary Contracts identified in Part 2.13 of the Disclosure Schedule, including all amendments thereto. (b) Each Subsidiary Contract is valid and in full force and effect, and is enforceable by in accordance with its terms. (c) Except as set forth in Part 2.13 of the Disclosure Schedule: (1) no Person has violated or breached, or declared or committed any default under, any Subsidiary Contract; (2) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Subsidiary Contract, (B) give any Person the right to declare a default or exercise any remedy under any Subsidiary Contract, (C) give any Person the right to accelerate the maturity or performance of any Subsidiary Contract or (D) give any Person the right to cancel, terminate or modify any Subsidiary Contract; (3) none of the Companies has received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Subsidiary Contract; and (4) none of the Companies has waived any of its rights under any Subsidiary Contract. (d) To the best of the Knowledge of the Companies, the Selling Shareholders and the Principal HYP Shareholders, each Person against which the Companies has or may acquire any rights under any Subsidiary Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities to the Companies. (e) Except as set forth in Part 2.13 of the Disclosure Schedule: (1) none of the Companies has ever guaranteed or otherwise agreed to cause, insure or become liable for, and none of the Companies has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person; and (2) none of the Companies has ever been a party to or bound by (A) any joint venture agreement, partnership agreement, profit-sharing agreement, cost-sharing agreement, loss-sharing agreement or similar Contract, or (B) any Contract that creates or grants to any Person, or provides for the creation or grant of, any stock apprec...

Subsidiary Contracts. BUSINESS UNIT PARTIES CONTRACT NAME ------------------------------------------------------------------------------------------------------------------------------- BEDDING MALAYSIA IKEA Handel Sdn Bhd Purchase Agreement Dreamland Corporation (Malaysia) Sdn Bhd & Amway Distribution Agreement (Malaysia) Sdn Bhd Dreamland Corporation (Malaysia) Sdn Bhd & Supply Contract Magnificent Diagraph Sdn Bhd Dreamland & Duport Marketing Pty Ltd Unwritten Distributor Agreement Sleepmaker & MLC Marketing Pty Ltd Unwritten Distributor Agreement Kanzen Berhad, PD Holdings (Malaysia), Sdn Bhd, Escrow Agreement Restonic (M) Sdn Bhd & Malayan Banking Berhad Pacific Dunlop & Restonic (M) Sdn Bhd Technology Agreement Kanzen Berhad & Restonic (M) Sdn Bhd Share Sale Agreement Kanzen Berhad, PD Holdings (Malaysia) Sdn Bhd & Joint Venture and Shareholders' Agreement Pacific Dunlop Eurocoir Products & Yorya Industrial Co Ltd Sale of Goods Deed Hotline Furniture Trading (M) Sdn Bhd and Dreamland Settlement Agreement Corporation (Malaysia) Sdn Bhd. Kanzen Berhad, PD Holdings (Malaysia) Sdn Bhd and Adherence Agreement Lembaga Tabung Angakatan Tentera PART 2 - FOREIGN EXCHANGE CONTRACTS Malaysia Share Sale Agreement

Subsidiary Contracts. (a) Part 2.13 of the Disclosure Schedule identifies and provides an accurate and complete description of each Subsidiary Contract, except for any Excluded Contract. Subsidiary has delivered to Purchaser and counsel to Purchaser accurate and complete copies of all Subsidiary Contracts identified in Part 2.13 of the Disclosure Schedule, including all amendments thereto. (b) Each Subsidiary Contract is valid and in full force and effect, and is enforceable by in accordance with its terms. (c) Except as set forth in Part 2.13 of the Disclosure Schedule: (1) no Person has violated or breached, or declared or committed any default under, any Subsidiary Contract; (2) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Subsidiary Contract, (B) give any Person the right to declare a default or exercise any remedy under any Subsidiary Contract, (C) give any Person the right to accelerate the maturity or performance of any Subsidiary Contract or (D) give any Person the right to cancel, terminate or modify any Subsidiary Contract; (3) none of the Companies has received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Subsidiary Contract; and (4) none of the Companies has waived any of its rights under any Subsidiary Contract. (d) To the best of the Knowledge of the Companies, the Selling Shareholders and the Principal HYP Shareholders, each Person against which the Companies has or may acquire any rights under any Subsidiary Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities to the Companies. (e) Except as set forth in Part 2.13 of the Disclosure Schedule: (1) none of the Companies has ever guaranteed or otherwise agreed to cause, insure or become liable for, and none of the Companies has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person; and (2) none of the Companies has ever been a party to or bound by (A) any joint venture agreement, partnership agreement, profit-sharing agreement, cost-sharing agreement, loss-sharing agreement or similar Contract, or (B) any Contract that creates or grants to any Person, or provides for the creation or grant of, any stock apprec...