Title; Liens; Permits Clause Samples

Title; Liens; Permits. (a) The members of the Company Group have good and marketable title to all the tangible properties and assets reflected in their books and records, whether real, personal or mixed, purported to be owned by the Company Group, free and clear of any Liens, other than Permitted Liens. With respect to the tangible property and assets that are leased by any member of the Group, each member of the Company Group is in compliance in all material respects with such leases and holds a valid leasehold interest free of any Liens, other than Permitted Liens. Each member of the Company Group owns or leases all tangible properties and assets necessary to conduct in all material respects their respective business and operations as presently conducted. (b) Each member of the Company Group has all material franchises, authorizations, approvals, permits, certificates and licenses, including but not limited to any special approval or permits required under the Laws of the PRC (“Permits”) necessary for its respective business and operations as now conducted or planned to be conducted under such member of the Company Group’s business plan and current budget. No member of the Company Group is in default under any such Permit.

Title; Liens; Permits. (i) The members of the Company Group have good and marketable title to all the tangible properties and assets reflected in their books and records, whether real, personal or mixed, purported to be owned by the Company Group, free and clear of any Liens, other than Permitted Liens. With respect to the tangible property and assets that are leased by any member of the Company Group, except as set forth on Section 3.19(i) of the Disclosure Schedule, each member of the Company Group is in compliance in all material respects with such leases and holds a valid leasehold interest free of any Liens, other than Permitted Liens. Each member of the Company Group owns or leases all tangible properties and assets necessary to conduct in all material respects their respective business and operations as presently conducted. (ii) Except as set forth on Section 3.19(ii) of the Disclosure Schedule, each member of the Company Group has all franchises, authorizations, approvals, permits, certificates and licenses (“Permits”), including without limitation any special approval or permits required under the Laws of the PRC, and have made all filings, applications and registrations with any Governmental Authority necessary for its respective business and operations as now conducted and presently planned to be conducted. No member of the Company Group is in default under any such Permit. There are no notices, events or circumstances indicating that any of those Permits is likely to be revoked or not renewable in the ordinary course. The Initial Closing will not adversely affect any such Permit, and all such Permit will remain in full force and effect immediately after the Initial Closing. No member of the Company Group conducts the business of letter delivery which is required to be exclusively operated by the postal enterprise (邮政企业专营的信件寄递业务) and which is not permitted for any member of the Company Group in accordance with the Express Licenses held by the Company Group.

Title; Liens; Permits. (i) Each member of the Company Group has good and marketable title to all the tangible properties and assets reflected in its books and records, whether real, personal, or mixed, purported to be owned by such Person, free and clear of any Liens, other than

Title; Liens; Permits. (i) The Company and the Group Companies have good and marketable title to all the properties and assets reflected in their books and records, whether real, personal, or mixed and whether tangible or intangible, purported to be owned by the Company and the Group Companies, free and clear of any Liens, other than Permitted Liens. With respect to the property and assets they lease, the Company and each Group Company are in compliance in all material respects with such leases and hold a valid leasehold interest free of any Liens, other than Permitted Liens. The Company and each Group Company own or lease all properties and assets necessary to conduct in all material respects their respective business and operations as presently conducted. (ii) Except as set forth in Section 3.16(ii) of the Disclosure Schedule, the Company and each Group Company have all material franchises, authorizations, approvals, permits, certificates and licenses (“Permits”) necessary for their respective business and operations as now conducted. Neither the Company nor the Group Companies is in default in any material respect under any such Permit. As of the date hereof, the Operating Company has obtained the permits or licenses set forth on Exhibit L.

Title; Liens; Permits. (i) The members of Beijing Pypo Group have good and marketable title to all the tangible properties and assets reflected in their books and records, whether real, personal, or mixed, purported to be owned by Beijing Pypo Group, free and clear of any Liens, other than Permitted Liens. With respect to the tangible property and assets it leases, each member of Beijing Pypo Group is in compliance in all material respects with such leases and holds a valid leasehold interest free of any Liens, other than Permitted Liens. Each member of Beijing Pypo Group owns or leases all tangible properties and assets necessary to conduct in all material respects their respective business and operations as presently conducted. (ii) Except as set forth in Section 3.12 of the Disclosure Schedule, each member of Beijing Pypo Group has all material franchises, authorizations, approvals, permits, certificates and licenses (the “Permits”) necessary for its respective business and operations as now conducted or planned to be conducted pursuant to the Principal Agreements, its business plan and current budget. None of the members of Beijing Pypo Group is in default in any material respect under any such Permits. (iii) Except as set forth in Section 3.12 of the Disclosure Schedule, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority on the part of Beijing Pypo or the Sponsors is required in connection with the valid execution and delivery of this Agreement and the other Principal Agreements.

Title; Liens; Permits. (i) The members of the Group have good and marketable title to all the tangible properties and assets reflected in their books and records, whether real, personal or mixed, purported to be owned by the Group, free and clear of any Liens. With respect to the tangible property and assets that are leased by any member of the Group, each member of the Group is in compliance in all respects with such leases and holds a valid leasehold interest free of any Liens. Each member of the Group owns or leases all tangible properties and assets necessary to conduct in all respects their respective business and operations as presently conducted or planned to be conducted. (ii) Each member of the Group has all franchises, authorizations, approvals, permits, certificates and licenses, including without limitation any special approval or permits and has made all the necessary filings for record with the relevant government authority required under the Laws of the PRC (the “Permits”) necessary for its respective business and operations. No member of the Group is in default under any such Permit. Neither any Seller nor any member of the Group has reason to believe that any Permit required for the conduct of any part of its Business which is subject to periodic renewal will not be granted or renewed by the relevant Governmental Authority.

Title; Liens; Permits. Except as disclosed in Section 3.13 of the Disclosure Schedule: (i) Each member of the Company Group has good and marketable title to all the tangible properties and assets reflected in its books and records, whether real, personal, or mixed, purported to be owned by such Person, free and clear of any Liens, other than Permitted Liens. With respect to the tangible property and assets it leases, each member of the Company Group is in compliance in all material respects with such leases and holds a valid leasehold interest free of any Liens, other than Permitted Liens. Each member of the Company Group owns or leases all tangible properties and assets necessary to conduct in all material respects its business and operations as presently conducted. (ii) Each member of the Company Group has all material franchises, authorizations, approvals, permits, certificates and licenses (“Permits”) necessary for its business and operations as now conducted or planned to be conducted under the Corporate Chart, the Business Plan and current budget, and believes that each member of the Company Group can renew and continue to hold such Permits without undue burden or expense, including but not limited to any special approval or permits required under the Laws of the PRC for Kinko to engage in its business. No member of the Company Group is in default in any material respect under any such Permits.

Title; Liens; Permits. (i) The Company has good and marketable title to all the properties and assets, whether real, personal, or mixed and whether tangible or intangible, reflected as owned in the Books and Records of the Company. With respect to the property and assets it leases, the Company is in compliance with such leases and holds a valid leasehold interest free of any material Liens, claims or encumbrances. The Company owns or leases all properties and assets necessary to conduct its business and operations as presently conducted. (ii) All properties and assets reflected in the Books and Records of the Company are free and clear of all materials Liens and encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature. (iii) The Company has all material franchises, authorizations, approvals, permits, certificates and licenses (“Permits”) necessary for its respective business and operations as now conducted and as now proposed to be conducted.

Title; Liens; Permits. The outstanding matters in respect of the land use right of Jiangxi Nobao: (1) With regard to the New Land, Jiangxi Nobao has entered into a Land Use Right Granting Contract with State-owned Land, Environmental Protection and Construction Bureau of Gongqingcheng on 16 April 2009 and the land use right grant fee is RMB 4,000,000. Jiangxi Nobao has fully paid the respective land use right granting fee. (2) With regard to the Old Land, Jiangxi Nobao has entered into the Old Land Use Right Granting Contract with State-owned Land, Environmental Protection and Construction Bureau of Gongqingcheng on 4 July 2005 and the land use right grant fee is RMB 11,940,000. After that, Jiangxi Nobao has entered into the Old Supplemental Land Use Right Granting Contract with Regulatory Committee of Kaifang Development District of Gongqingcheng of Jiangxi Province on 3 November 2007, providing that the fee for granting of land use right and transfer of real estate on such land shall be RMB 6,000,000, and such fee could be paid in four installments. So far, Jiangxi Nobao has paid RMB 2,000,000. (3) As of the date of this Agreement, Jiangxi Nobao has not carried out environmental compliance review for the completed and ongoing constructions on the New Land and the Old Land and no environmental effect evaluation reports in respect of such constructions are available. (4) Jiangxi Nobao entered into a loan agreement of RMB 5,000,000 with Gong ▇▇▇▇ ▇▇▇▇▇ Finance Management Investment Co., Ltd. on January 8, 2009 and the land use right of the Old Land has been mortgaged to Gong ▇▇▇▇ ▇▇▇▇▇ Finance Management Investment Co., Ltd. to guarantee the loan under such loan agreement.