Key Holder Party definition
Examples of Key Holder Party in a sentence
Each Key Holder Party has, in connection with the execution and delivery of any Transaction Document to which it is a party and the consummation of the Contemplated Transactions, complied with, and the PRC Business and the Contributed Assets are in material compliance with, all legal requirements, other than as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Each Key Holder Party has, in connection with the execution and delivery of each Transaction Document to which it is or will be a party and the consummation of the Contemplated Transactions, complied with, and the Principal Business and the Contributed Assets are in compliance with, all applicable Laws, other than such non-compliance as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
No Key Holder Party has (a) transferred or assigned any Transferred IP; (b) authorized the joint ownership of, any Transferred IP; or (c) permitted the rights of any Key Holder Party in any Transferred IP to lapse or enter the public domain.
No unassessed tax deficiency has been proposed or threatened against the Leasing WFOE or any other Key Holder Party contributing Online Financial Services Business to the Group.
No unassessed Tax deficiency has been proposed or, to the Knowledge of the Key Holder, threatened against any such Key Holder Party.
Each Transferred Lease is in full force and effect, unimpaired by any acts or omissions of the relevant Key Holder Party, and constitutes the legal, valid and binding obligation of such Key Holder Party, enforceable against such Key Holder Party in accordance with its terms and, to the best knowledge of the relevant Key Holder, against any other party thereto.
Except for the Registered Trademark Applications pending registration, no Transferred IP is subject to any proceeding or outstanding orders from any Governmental Authorities or settlement agreement or stipulation that restricts in any manner the use, transfer or licensing thereof, by any Key Holder Party or affect the validity, use or enforceability of such Transferred IP.
No Key Holder Party or, to the best knowledge of the Key Holder Parties, any of its employees, officers or directors has taken any actions or failed to take any actions that would cause any Transferred IP to be invalid, unenforceable or not subsisting.
No Key Holder Party or, to the Knowledge of the Key Holder, any of its employees, officers or directors has taken any actions or failed to take any actions that would cause any Transferred IP to be invalid, unenforceable or not subsisting, provided that it shall not constitute a breach of this clause if the relevant Key Holder Parties have applied for registration, but fail to obtain the registration for reasons not attributable to such Key Holder Parties.
The possession, development, use, marketing, licensing, sale or other exploitation by each Key Holder Party of any and all of the Transferred IP does not materially infringe, violate, misappropriate or otherwise interfere or conflict with any patent, trademark or other right, title or interest of any third party.