Common use of Validity of Contracts Clause in Contracts

Validity of Contracts. Each written or oral contract, agreement, commitment, license, lease, indenture or evidence of indebtedness required to be disclosed on Schedule 2.12(a)-(p) to which any of the Acquired Companies is a party or is otherwise obligated (individually, a "Contract" and collectively, the "Contracts") is a valid, binding and enforceable obligation of the Acquired Company that is a party thereto and, to the knowledge of the Acquired Company, the other parties thereto in accordance with its terms and conditions, except to the extent that enforceability thereof may be limited by bankruptcy and other similar laws affecting the rights and remedies of creditors generally and general equitable principles and, except as set forth in Schedule 2.13, no Acquired Company has received notice that any Contract is unenforceable. Except as set forth on Schedule 2.13, none of the Acquired Companies nor, to the knowledge of the Company, any other party to any of the Contracts is in default under or in violation of such Contract, and the Company has no disputes with regard to any Contract and, to the knowledge of the Company, no other party to any of the Contracts had a dispute with regard to any Contract. Except as set forth on Schedule 2.13, neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, and, no event has occurred which, with the passage of time or the giving of notice, or both, would constitute, a default under or a violation of any Contract by any of the Acquired Companies or any other party to such Contract or would cause the acceleration of any obligation of any party thereto or the creation of a Lien upon any Property or Company Shares or, except as set forth on Schedule 2.13, would require any consent thereunder. The Acquired Companies have made available to Parent in their due diligence materials a true, complete and accurate copy of each written Contract required to be disclosed on Schedule 2.12(a)-(p) and a true, complete and accurate description of each oral Contract required to be disclosed on Schedule 2.12(a)-(p), and none of such Contracts has been modified or amended in any respect, except as reflected in such disclosure to Parent.

Validity of Contracts. Each written or oral contract, agreement, commitment, license, lease, indenture indenture, or evidence of indebtedness required to be disclosed on Schedule 2.12(a)-(p) Indebtedness to which any of the Acquired Companies Company is a party or is otherwise obligated (individually, a "“Contract" ” and collectively, the "“Contracts"”) set forth or required to be set forth on Schedules 2.12(a)(i)-(xxi) or as disclosed or required to be disclosed on Schedule 2.14(c) is a valid, binding and enforceable obligation of the Acquired Company that is a party thereto and, to the knowledge of the Acquired Company’s Knowledge, the other parties thereto in accordance with its terms and conditions, except to the extent that enforceability thereof may be limited by bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws Laws affecting the creditors’ rights and remedies of creditors generally and by general equitable principles and, except as set forth in Schedule 2.13, no Acquired of equity. Neither the Company has received notice that any Contract is unenforceable. Except as set forth on Schedule 2.13, none of the Acquired Companies nor, to the knowledge of the Company’s Knowledge, any other party to any of the Contracts set forth or required to be set forth on Schedules 2.12(a)(i)-(xxi) or as disclosed or as required to be disclosed on Schedule 2.14(c) is in default in any material respect under or in violation in any material respect of such Contract, and the Company has there are no disputes pending or, to the Company’s Knowledge, threatened with regard to any Contract and, to the knowledge of the Company, no other party to any of the Contracts had a dispute with regard to any such Contract. Except as set forth on Schedule 2.13, neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, and, no event has occurred which, with the passage of time or the giving of notice, or both, would constitute, constitute a default in any material respect under or a violation in any material respect of any Contract set forth or required to be set forth on Schedules 2.12(a)(i)-(xxi) or 2.14(c) by any of the Acquired Companies or Company or, to the Company’s Knowledge, any other party to such Contract or would cause the acceleration of any obligation of any party thereto or the creation of a Lien upon any Property or Company Shares any of the equity interests of the Company, or, except as set forth on Schedule 2.13, would require any consent thereunder. The Acquired Companies have Company has made available to Parent in their due diligence materials Parent, a true, complete and accurate copy of each written Contract disclosed or required to be disclosed on Schedule 2.12(a)-(p2.12(a) or Schedule 2.14(c) and a true, complete and accurate description of each oral Contract disclosed or required to be disclosed on Schedule 2.12(a)-(p2.12(a) or Schedule 2.14(c), and none of such Contracts has been modified or amended in any material respect, except as reflected in such disclosure to Parent.. All work for each Contract which has been fully invoiced (i.e., the aggregate amount of invoices with respect to each such Contract equals or exceeds the total contract price) has been fully and completely performed in accordance with the Contract specifications with respect to the required scope of work REDACTED VERSION

Validity of Contracts. Each written or oral contract, agreement, commitment, license, lease, indenture release, indenture, or evidence of indebtedness required to be disclosed on Schedule 2.12(a)-(p) to which the Company or any of the Acquired Companies Subsidiary is a party or is otherwise obligated (individually, a "“Contract" ” and collectively, the "“Contracts"”) is a valid, binding and enforceable obligation of the Acquired Company that is a party thereto or any Subsidiary and, to the knowledge of the Acquired CompanySellers’ Knowledge, the other parties thereto in accordance with its terms and conditions, except to the extent that enforceability thereof may be limited by bankruptcy and other similar laws affecting the rights and remedies of creditors generally and general equitable principles and, except as set forth in Schedule 2.13, no Acquired Company has received notice that any Contract is unenforceable. Except as set forth on Disclosure Schedule 2.133.13, none of neither the Acquired Companies nor, to the knowledge of the Company, Company nor any Subsidiary nor any other party to any of the Contracts is in default under or in violation of such Contract, and the Company has and, except as set forth on Disclosure Schedule 3.13, there are no disputes with regard to any Contract and, to the knowledge of the Company, no other party to any of the Contracts had a dispute with regard to any Contract. Except as set forth on Disclosure Schedule 2.13, neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, and3.13, no event has occurred which, with the passage of time or the giving of notice, or both, would constitute, and neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, a default under or a violation of any Contract by the Company or any of the Acquired Companies Subsidiary, or any other party to such Contract or would cause the acceleration or modification of any obligation of any party thereto or the creation of a Lien upon any Property or Company Shares orany of the Units, except as set forth on Schedule 2.13, or would require any consent thereunder. The Acquired Companies Sellers have delivered to Buyer with the Company Letter or made available to Parent in their due diligence materials Buyer or its legal counsel, a true, complete and accurate copy of each written Contract required to be disclosed on Schedule 2.12(a)-(pDisclosure Schedules 3.12(a) and 3.14(c) and a true, complete and accurate description of each oral Contract required to be disclosed on Schedule 2.12(a)-(pDisclosure Schedules 3.12(a) and 3.14(c), and none of such Contracts has been modified or amended in any respect, except as reflected in such disclosure to ParentBuyer.

Validity of Contracts. Each written or oral contract, agreement, commitment, license, lease, indenture indenture, or evidence of indebtedness required to be disclosed on Schedule 2.12(a)-(p) Indebtedness to which any the Company or one or more of the Acquired Companies its Subsidiaries is a party or is otherwise obligated (individually, a "“Contract" ” and collectively, the "“Contracts"”) is a valid, binding and enforceable obligation of the Acquired Company that is a party thereto or one or more of its Subsidiaries and, to the knowledge of the Acquired Company’s knowledge, the other parties thereto in accordance with its terms and conditions, except to . Neither the extent that enforceability thereof may be limited by bankruptcy and other similar laws affecting the rights and remedies of creditors generally and general equitable principles and, except as set forth in Schedule 2.13, no Acquired Company has received notice that nor any Contract is unenforceable. Except as set forth on Schedule 2.13, none Subsidiary of the Acquired Companies Company nor, to the knowledge of the Company, any other party to any of the Contracts is in default under or in material violation of such Contract, including any provision therein related to (i) most favored customers or (ii) letter of credit or performance bond obligations therein, and the Company has there are no disputes with regard to any Contract and, to the knowledge of the Company, no other party to any of the Contracts had a dispute pending or threatened with regard to any Contract. Except as set forth on Schedule 2.13, neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, and, no event has occurred which, with the passage of time or the giving of notice, or both, would constitute, and neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, a material default under or a material violation of any Contract by the Company, any of its Subsidiaries, or, to the Acquired Companies or Company’s knowledge, any other party to such Contract or would cause the acceleration of any obligation of any party thereto or the creation of a Lien upon any Property or any of the equity interests of the Company Shares or any of its Subsidiaries, or, except as set forth on Schedule 2.13, would require any consent thereunder. The Acquired Companies have made available Company has delivered to Parent in their due diligence materials a true, complete and accurate copy of each written Contract required to be disclosed on Schedule 2.12(a)-(p2.12(a) or Schedule 2.14(c) and a true, complete and accurate written description of each oral Contract required to be disclosed on Schedule 2.12(a)-(p2.12(a) or Schedule 2.14(c), and none of such Contracts has been modified or amended in any respect, except as reflected in such disclosure to Parent.. All work for each Contract which has been fully invoiced (i.e., the aggregate amount of invoices with respect to each such Contract equals or exceeds the total contract price) has been fully and completely performed in accordance with the Contract specifications with respect to the required scope of work

Validity of Contracts. Each written or oral contract, agreement, commitment, license, lease, indenture indenture, or evidence of indebtedness required to be disclosed on Schedule 2.12(a)-(p) Indebtedness to which any of the Acquired Companies Company is a party or is otherwise obligated (individually, a "“Contract" ” and collectively, the "“Contracts"”) set forth or required to be set forth on Schedules 2.12(a)(i)-(xxi) or as disclosed or required to be disclosed on Schedule 2.14(c) is a valid, binding and enforceable obligation of the Acquired Company that is a party thereto and, to the knowledge of the Acquired Company’s Knowledge, the other parties thereto in accordance with its terms and conditions, except to the extent that enforceability thereof may be limited by bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws Laws affecting the creditors’ rights and remedies of creditors generally and by general equitable principles and, except as set forth in Schedule 2.13, no Acquired of equity. Neither the Company has received notice that any Contract is unenforceable. Except as set forth on Schedule 2.13, none of the Acquired Companies nor, to the knowledge of the Company’s Knowledge, any other party to any of the Contracts set forth or required to be set forth on Schedules 2.12(a)(i)-(xxi) or as disclosed or as required to be disclosed on Schedule 2.14(c) is in default in any material respect under or in violation in any material respect of such Contract, and the Company has there are no disputes pending or, to the Company’s Knowledge, threatened with regard to any Contract and, to the knowledge of the Company, no other party to any of the Contracts had a dispute with regard to any such Contract. Except as set forth on Schedule 2.13, neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, and, no event has occurred which, with the passage of time or the giving of notice, or both, would constitute, constitute a default in any material respect under or a violation in any material respect of any Contract set forth or required to be set forth on Schedules 2.12(a)(i)-(xxi) or 2.14(c) by any of the Acquired Companies or Company or, to the Company’s Knowledge, any other party to such Contract or would cause the acceleration of any obligation of any party thereto or the creation of a Lien upon any Property or Company Shares any of the equity interests of the Company, or, except as set forth on Schedule 2.13, would require any consent thereunder. The Acquired Companies have Company has made available to Parent in their due diligence materials Parent, a true, complete and accurate copy of each written Contract disclosed or required to be disclosed on Schedule 2.12(a)-(p2.12(a) or Schedule 2.14(c) and a true, complete and accurate description of each oral Contract disclosed or required to be disclosed on Schedule 2.12(a)-(p2.12(a) or Schedule 2.14(c), and none of such Contracts has been modified or amended in any material respect, except as reflected in such disclosure to Parent.. All work for each Contract which has been fully invoiced (i.e., the aggregate amount of invoices with respect to each such Contract equals or exceeds the total contract price) has been fully and completely performed in accordance with the Contract specifications with respect to the required scope of work CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION

Validity of Contracts. Each written or oral contract, agreement, commitment, license, lease, indenture indenture, or evidence of indebtedness required to be disclosed listed on Schedule 2.12(a)-(p) to which any Part 3.12 of the Acquired Companies is a party or is otherwise obligated Disclosure Schedule (individually, a "Contract" and collectively, the "“Material Contracts"”) is a valid, binding and enforceable obligation of the Acquired Company that is a party Company, its Subsidiaries which are parties thereto and, to the knowledge of the Acquired Company’s knowledge, the other parties thereto in accordance with its terms and conditionssubject, except however, to the extent that enforceability thereof may be limited by bankruptcy applicable bankruptcy, insolvency and other similar laws affecting the rights and remedies of creditors generally and to general equitable principles andprinciples. Neither the Company, except as set forth in Schedule 2.13, no Acquired Company has received notice that any Contract is unenforceable. Except as set forth on Schedule 2.13, none of the Acquired Companies its Subsidiaries which are parties thereto nor, to the knowledge of the Company’s knowledge, any other party to any of the Contracts a Material Contract is in default under or in violation of such Material Contract, and the Company has no disputes with regard to any Contract and, to the knowledge of the Company, no such other party to any Material Contract has notified the Company that it intends to declare a default under or breach of the Contracts had a dispute with regard to any such Material Contract. Except as set forth on Schedule 2.13, neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, and, no No event has occurred which, with the passage of time or the giving of notice, or both, would constitute, and, except as set forth on Part 3.13 of the Disclosure Schedule, neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, a default under or a violation of any Material Contract by any of the Acquired Companies Company or its Subsidiaries which are parties thereto or, to the Company’s knowledge, any other party to such Material Contract or would cause the acceleration of any obligation of any party thereto or the creation of a Lien upon any Property or Company Shares the Purchased Securities, or, except as set forth on Schedule 2.13Part 3.13 of the Disclosure Schedule, would require any consent thereunder. The Acquired Companies Sellers have made available delivered to Parent in their due diligence materials Buyer a true, complete and accurate copy of each written Material Contract required to be disclosed on Part 3.12 of the Disclosure Schedule 2.12(a)-(p) and a true, complete and an accurate description of each oral Material Contract required to be disclosed on Schedule 2.12(a)-(p)Part 3.12 of the Disclosure Schedule, and none of such Material Contracts has been modified or amended in any respect, except as reflected in such disclosure to ParentBuyer.

Validity of Contracts. Each written or oral contract, agreement, commitment, license, lease, indenture indenture, or evidence of indebtedness required to be disclosed on Schedule 2.12(a)-(p) Indebtedness to which any of the Acquired Companies Company is a party or is otherwise obligated and which is required to be disclosed on Schedule 2.12 (individually, a "“Contract" ” and collectively, the "“Contracts"”) is a valid, binding and enforceable obligation of the Acquired Company that is a party thereto and, to the knowledge of the Acquired Company, the other parties thereto in accordance with its terms and conditions, except to . Neither the extent that enforceability thereof may be limited by bankruptcy and other similar laws affecting the rights and remedies of creditors generally and general equitable principles and, except as set forth in Schedule 2.13, no Acquired Company has received notice that any Contract is unenforceable. Except as set forth on Schedule 2.13, none of the Acquired Companies nor, to the knowledge of the Company, any other party to any of the Contracts is in default under or in material violation of such Contract, including any provision therein related to (i) most favored customers, or (ii) letter of credit or performance bond obligations therein, and the Company has there are no disputes with regard to any Contract and, to the knowledge of the Company, no other party to any of the Contracts had a dispute pending or threatened with regard to any Contract. Except as set forth on Schedule 2.13, neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, and, no event has occurred which, with the passage of time or the giving of notice, or both, would constitute, and neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, a material default under or a material violation of any Contract by any the Company or, to the knowledge of the Acquired Companies or Company, any other party to such Contract Contract, or would cause the acceleration of any obligation of the Company, or, to the knowledge of the Company, any other party thereto thereto, or the creation of a Lien upon any Property or Company Shares any of the equity interests of the Company, or, except as set forth on Schedule 2.13, would require any consent thereunder. The Acquired Companies have Company has made available to Parent in their due diligence materials a true, complete and accurate copy of each written Contract required to be disclosed on Schedule 2.12(a)-(p2.12 or Schedule 2.14(c) and a true, complete and accurate written description of each oral Contract required to be disclosed on Schedule 2.12(a)-(p2.12 or Schedule 2.14(c), and none of such Contracts has been modified or amended in any respect, except as reflected in such disclosure to Parent. All work for each Contract which has been fully invoiced (i.e., the aggregate amount of invoices with respect to each such Contract equals or exceeds the total contract price) has been fully and completely performed in accordance with the Contract specifications with respect to the required scope of work.

Validity of Contracts. Each written Except as disclosed in the General Disclosure Package, no consent, approval, authorization, or oral contractorder of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the validity, enforceability or effectiveness of any customer agreement, commitmentindenture, licenseloan agreement, leasemortgage, indenture lease or evidence other agreement or instrument to which the Company or any of indebtedness required to be disclosed on Schedule 2.12(a)-(p) its Subsidiaries is a party or by which any of them is bound or to which any of the Acquired Companies properties of any of them is a party or is otherwise obligated subject, including, without limitation each of the contracts filed as exhibits to the Registration Statement, (individually, a "Contract" and collectively, the "ContractsCOMPANY CONTRACTS") is other than those consents, approvals, authorizations, orders, filings or registrations the failure to obtain which would not individually or in the aggregate, result in a validMaterial Adverse Effect; and neither the Company nor any of its Subsidiaries, binding and enforceable obligation of the Acquired Company that is a party thereto and, nor to the knowledge of the Acquired Company, the other parties thereto in accordance with its terms and conditions, except to the extent that enforceability thereof may be limited by bankruptcy and other similar laws affecting the rights and remedies of creditors generally and general equitable principles and, except as set forth in Schedule 2.13, no Acquired Company has received notice that any Contract is unenforceable. Except as set forth on Schedule 2.13, none of the Acquired Companies nor, to the knowledge best of the Company's knowledge, any other party to any of the Contracts Company Contracts, is in default under violation or breach of any PRC national, provincial, municipal or other local law, regulation, statute, rule or order, which violation or breach could invalidate, impair or result in violation of such Contractany fine, and the Company has no disputes penalty or government sanction with regard to any Contract and, to the knowledge of the Company, no other party to any of the Contracts had a dispute with regard to any Contract. Except as set forth on Schedule 2.13, neither the execution of this Agreement nor the Closing hereunder do or will constitute or result in, and, no event has occurred which, with the passage of time or the giving of notice, or both, would constitute, a default under or a violation of any Contract by any of the Acquired Companies or any other party to such Contract or would cause the acceleration of any obligation of any party thereto or the creation of a Lien upon any Property or Company Shares orContracts, except as set forth on Schedule 2.13disclosed in the General Disclosure Package or such violations or breaches that would not, would require any consent thereunderindividually or in the aggregate, result in a Material Adverse Effect. The Acquired Companies have made available Each of contracts and agreements among Aero-Biotech Science & Technology Co., Ltd., a Subsidiary of the Company ("AGRIA CHINA"), P3A and P3A's shareholders through which the Company effectively controls P3A has been filed as an exhibit to Parent in their due diligence materials a true, complete and accurate copy of each written Contract required to be disclosed on Schedule 2.12(a)-(p) and a true, complete and accurate description of each oral Contract required to be disclosed on Schedule 2.12(a)-(pthe Registration Statement (the "P3A CONTRACTS"), and none other than the P3A Contracts, there are no contracts, arrangements or agreements that exist or are contemplated relating to the control of such P3A. Each of the P3A Contracts has been modified or amended duly and validly authorized, executed and delivered by each party thereto and are valid and binding obligations of each party thereto, enforceable in any respect, except as reflected in such disclosure to Parentaccordance with their respective terms.