Validity of Contracts. (i) No Group Member is in breach in any material respect of or has knowledge (actual or constructive) of the invalidity of or grounds for rescission, avoidance or repudiation of any Material Contract nor has any Group Member received written notice of any intention to terminate any such Material Contract. (ii) No party with whom any Group Member has entered into any Material Contract is in default thereunder which default, individually or when aggregated with all other such defaults, would have a material adverse effect on the Company. Each Material Contract to which any Group Member is a party has been duly authorized, executed and delivered by such Group Member and by each other party thereto and constitutes the valid and binding obligation of such Group Member and, to the actual knowledge of the Company, of each other party thereto, enforceable against such Group Member and, to the actual knowledge of each of the Company, against each other party thereto in accordance with its terms, except where such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general principles of equity. (iii) No Person that supplies any parts or any other materials necessary for the Group to conduct the Principal Business pursuant to a Material Contract with any Group Member has provided written notice to any Group Member terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Business. In addition, no Person that currently supplies parts or materials to the Group pursuant to a Material Contract has given written notice to any Group Member or, to the knowledge of any Group Member, has given notice (whether or not in writing) to any Group Member, alleging that any Group Member is in material breach of such contract, or terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder, or advising any Group Member that such Person intends to materially reduce its sales of parts or materials pursuant to such contract, or to otherwise alter its business relationship with the Group to the detriment of the Group which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Business.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (China Cord Blood Corp), Convertible Note Purchase Agreement (China Cord Blood Corp)
Validity of Contracts. (i) No Group Member is in breach in any material respect of or has knowledge (actual or constructive) of the invalidity of or grounds for rescission, avoidance or repudiation of any Material Contract nor has any Group Member received written notice of any intention to terminate any such Material Contract.
(ii) No party with whom any Group Member has entered into any Material Contract is in default thereunder which default, individually or when aggregated with all other such defaults, would have a material adverse effect on the CompanyIssuer. Each Material Contract to which any Group Member is a party has been duly authorized, executed and delivered by such Group Member and by each other party thereto and constitutes the valid and binding obligation of such Group Member and, to the actual knowledge of the CompanyIssuer Parties, of each other party thereto, enforceable against such Group Member and, to the actual knowledge of each of the CompanyIssuer Parties, against each other party thereto in accordance with its terms, except where such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ rights generally and general principles of equity.
(iii) No Person To Issuer Parties' best knowledge, no person that supplies any parts or any other materials necessary for the Issuer Group to conduct the Principal Business pursuant to a Material Contract with any Group Member has provided written notice to any Group Member terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Business. In addition, no Person person that currently supplies parts or materials to the Issuer Group pursuant to a Material Contract has given written notice to any Group Member or, to the knowledge of any Group Member, has given notice (whether or not in writing) to any Group Member, alleging that any Group Member is in material breach of such contract, or terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder, or advising any Group Member that such Person person intends to materially reduce its sales of parts or materials pursuant to such contract, or to otherwise alter its business relationship with the Group to the detriment of the Issuer Group which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Business.
Appears in 2 contracts
Samples: Note Subscription Agreement (Cheng Zheng), Note Subscription Agreement (Cheng Zheng)
Validity of Contracts. (i) No Group Member is in breach in any material respect of or has knowledge (actual or constructive) of the invalidity of or grounds for rescission, avoidance or repudiation of any Material Contract nor has any Group Member received written notice of any intention to terminate any such Material Contract.
(ii) No party with whom any Group Member has entered into any Material Contract is in default thereunder which default, individually or when aggregated with all other such defaults, would have a material adverse effect on the Company. Each Material Contract to which any Group Member is a party has been duly authorized, executed and delivered by such Group Member and by each other party thereto and constitutes the valid and binding obligation of such Group Member and, to the actual knowledge of the Company, of each other party thereto, enforceable against such Group Member and, to the actual knowledge of each of the Company, against each other party thereto in accordance with its terms, except where such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ rights generally and general principles of equity.
(iii) No Person that supplies any parts or any other materials necessary for the Group to conduct the Principal Business pursuant to a Material Contract with any Group Member has provided written notice to any Group Member terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Business. In addition, no Person that currently supplies parts or materials to the Group pursuant to a Material Contract has given written notice to any Group Member or, to the knowledge of any Group Member, has given notice (whether or not in writing) to any Group Member, alleging that any Group Member is in material breach of such contract, or terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder, or advising any Group Member that such Person intends to materially reduce its sales of parts or materials pursuant to such contract, or to otherwise alter its business relationship with the Group to the detriment of the Group which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Business.
Appears in 2 contracts
Samples: Waiver and Consent (KKR & Co. L.P.), Convertible Note Purchase Agreement (KKR & Co. L.P.)
Validity of Contracts. (i) No Group Member is in breach in any material respect of or has knowledge (actual or constructive) of the invalidity of or grounds for rescission, avoidance or repudiation of any Material Contract to which such Group Member is a party, nor has any Group Member received written notice of any intention to terminate any such Material Contract.
(ii) No party with whom any Group Member has entered into any Material Contract is in default thereunder which defaultbeing a default which, individually or when aggregated with all other such defaults, would have a material adverse effect on the Company. Each Material Contract to which any Group Member is a party has been duly authorized, executed and delivered by such Group Member and by each other party thereto and constitutes the valid and binding obligation of such Group Member and, to the actual knowledge of the Company, of each other party thereto, enforceable against such Group Member and, to the actual knowledge of each of the Company, against each other party thereto in accordance with its terms, except where such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general principles of equityGroup.
(iii) No From April 17, 2008 through the date hereof and except any termination or non-renewal which did not and does not have a material adverse effect on the Group, no Person (being a customer or distributor of the Business or otherwise) that supplies any parts receives products or any other materials necessary for services from the Group with respect to conduct the Principal Business pursuant to a any Material Contract with any Group Member has provided written notice to any Group Member terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Businessthereunder. In addition, no Person (being a customer or distributor of the Business or otherwise) that currently receives products or services from the Group pursuant to a Material Contract has given written notice to any Group Member or, to the best knowledge of the Company, has given notice (whether or not in writing) to any Group Member, alleging that any Group Member is in material breach of such contract, or terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder, or advising any Group Member that such Person intends to materially reduce its purchases of products or services pursuant to such contract, or to otherwise alter its business relationship with the Group to the material detriment of the Group.
(iv) No Person that currently supplies parts or materials to the Group pursuant to a Material Contract has given written notice to any Group Member or, to the best knowledge of any Group Member, has given notice (whether or not in writing) to any Group Member, alleging that any Group Member is in material breach of such contract, or terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder, or advising any Group Member that such Person intends to materially reduce its sales of parts or materials pursuant to such contract, or to otherwise alter its business relationship with the Group to the detriment of the Group which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal BusinessGroup.
Appears in 1 contract
Samples: Securities Purchase Agreement (Yongye International, Inc.)
Validity of Contracts. (i) No Group Target Member is in breach in any material respect of or has knowledge (actual or constructive) of the invalidity of or grounds for rescission, avoidance or repudiation of any Material Contract nor has any Group Target Member received written notice of any intention to terminate any such Material Contract.
(ii) No party with whom any Group Target Member has entered into any Material Contract is in default thereunder which default, individually or when aggregated with all other such defaults, would have a material adverse effect on the CompanyGolden Meditech. Each Material Contract to which any Group Target Member is a party has been duly authorized, executed and delivered by such Group Target Member and by each other party thereto and constitutes the valid and binding obligation of such Group Target Member and, to the actual knowledge of the CompanyOwners, of each other party thereto, enforceable against such Group Target Member and, to the actual knowledge of each of the CompanyOwners, against each other party thereto in accordance with its terms, except where such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ rights generally and general principles of equity.
(iii) No Person To the Owners’ best knowledge, no person that supplies any parts or any other materials necessary for the Target Group to conduct the Principal Business pursuant to a Material Contract with any Group Target Member has provided written notice to any Group Target Member terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Business. In addition, no Person person that currently supplies parts or materials to the Target Group pursuant to a Material Contract has given written notice to any Group Target Member or, to the knowledge of any Group Target Member, has given notice (whether or not in writing) to any Group Target Member, alleging that any Group Target Member is in material breach of such contract, or terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder, or advising any Group Target Member that such Person person intends to materially reduce its sales of parts or materials pursuant to such contract, or to otherwise alter its business relationship with the Group to the detriment of the Target Group which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Business.
Appears in 1 contract
Samples: Note Subscription Agreement (Golden Meditech Holdings LTD)