Material Contracts and Obligations. All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any Group Company is a party or by which it is bound that (i) are material to the conduct and operations of its business and properties; (ii) involve any of the officers, consultants, directors, employees or shareholders of any Group Company; or (iii) obligate any Group Company to share, license or develop any product or technology are listed in Section 3.12 of the Disclosure Schedule and have been provided to the Investor and its counsel. For purposes of this Section 3.12, “material” shall mean any agreement, contract, indebtedness, Liability, arrangement or other obligation either (i) having an aggregate value, cost, Liability or amount of RMB4,000,000 or more, or (ii) not terminable upon no more than thirty (30) days’ notice without penalty or obligation, or (iii) relating to the leased stores with a monthly rental of RMB300,000 or more and leased warehouses.
Material Contracts and Obligations. All agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each Group Company is a party or by which it or its assets is bound (each, a “Group Company Contract” and collectively, the “Group Company Contracts”) that (i) are material to the conduct and operations of its business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of the Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology are listed in Section 3.09 of the Disclosure Schedule and have been made available for inspection by each Series B-4 Purchaser and its counsel. For purposes of this Section 3.09, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB200,000 in the aggregate, or that extend for more than one year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days’ notice without incurring any penalty or obligation, (iii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iv) not in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Company, or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect. All of the Group Company Contracts are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company and all the other parties thereto.
Material Contracts and Obligations. Schedule 5.14 sets forth a list of all material Contracts (the "MATERIAL CONTRACTS") to which the Company or any of the Company Subsidiaries is a party or by which it is bound, including without limitation (a) each Contract which requires future expenditures by the Company or any of the Company Subsidiaries in excess of $50,000; (b) all items required to be listed in Schedule 5.16(a); (c) any Contract to which any stockholder, officer or director of the Company or any of the Company Subsidiaries, or any "affiliate" or "associate" (as such terms are defined in the rules and regulations promulgated under the Securities Act) of such Persons is a party; (d) any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other Contract relating to or evidencing Indebtedness; (e) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessee of or holds or operates any tangible property, real or personal, owned by any other Person under which payments to such Person exceed $10,000 per annum; (f) any lease or agreement (other than Intellectual Property and Technology licenses) under which the Company or any of the Company Subsidiaries is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company or any of the Company Subsidiaries; (g) any agreement granting any option to purchase assets, or acquire a license, preemptive right, right of first refusal or similar right to any Person; (h) any covenant not to compete or similar restriction on its ability to conduct a business and any standstill agreements; (i) any material Contract with customers or business partners of the Company or any of the Company Subsidiaries; (j) any Contract that contains a "most favored nation" or similar preferential pricing term; and (k) any agreement to register securities under the Securities Act of 1933, as amended (the "Securities Act"). The Company has made available to Parent copies of all of the foregoing Contracts (or written summaries in the case of oral Contracts). All of such Contracts are valid, binding and in full force and effect on the Company. Neither the Company nor any of the Company Subsidiaries is in default under any material provision of any of such Contracts and no other party to any such Contracts is in default under any provision thereof. As of the date hereof, neithe...
Material Contracts and Obligations. 9 3.15 Compliance..............................................9 3.16
Material Contracts and Obligations. All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which the Company or its Subsidiaries are a party or by which it is bound that are (i) material to the conduct and operations of their business and properties; (ii) involve any of the officers, consultants, directors, employees or shareholders of the Company, other than ordinary course agreements relating to employment, confidentiality, intellectual property or stock options; or (iii) obligate the Company or its Subsidiaries to share, license or develop any Intellectual Property have been disclosed by the Company to the Agent and are stored on a virtual data site to which the Agent has access. Neither the Company nor, to the Company’s knowledge, any other person, is in material default in the observance or performance of any term, covenant or obligation to be performed by it under any such documents and the Company or its Subsidiaries have not received any notice of termination or default under any such documents and no event has occurred which with notice or lapse of time or both would constitute such a default and all such contracts, agreements and arrangements are in good standing.
Material Contracts and Obligations. All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each Group Company is a party or by which it is bound that (i) are material to the conduct and operations of its business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of the Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology are listed in Section 3.9 of the Disclosure Schedule and have been made available for inspection by the Investors and their counsel. For purposes of this Section 3.9, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of (x) HK$3,000,000 in case of any item of capital expenditure in connection with constructing and equipping any production base or (y) HK$400,000 in any other cases, (ii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iii) not in the ordinary course of business, (iv) transferring or licensing any Proprietary Assets to or from any Group Company (other than licenses granted in the ordinary course of business or licenses from commercially readily available “off the shelf” computer software) or (v) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect.
Material Contracts and Obligations. 10 3.16 Compliance......................................................... 11 3.17 Employees.......................................................... 11 3.18 ERISA.............................................................. 13 3.19
Material Contracts and Obligations. Section 3.16 of the Disclosure Schedule lists each material agreement to which the Company is a party or subject, including without limitation all material employment and consulting agreements, employee benefit, bonus, pension, profit-sharing, stock option, stock purchase and similar plans and arrangements, and distributor and sales representative agreements. The Disclosure Schedule lists each agreement with any stockholder, officer or director of the Company, or any "affiliate" or "associate" of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act), including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person or entity and any agreement relating to the Intellectual Property Rights. The Company has delivered to counsel to the Purchaser copies of all of the foregoing agreements. All of such agreements and contracts are valid, binding and in full force and effect.
Material Contracts and Obligations. Except as disclosed in the Company’s SEC Filings or as disclosed on Schedule 3.10, the Company is not a party to, nor is it bound by any of the following types of agreements: (a) any agreement which requires future expenditures by the Company in excess of $25,000 or which might result in payments to the Company in excess of $25,000, (b) any agreement with any current officer or director of the Company, or any “affiliate” or “associate” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act), including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such Person, (c) any agreement under which the Company is restricted from carrying on any business or other services anywhere in the world, (d) any agreement for the disposition of a material portion of the Company’s assets or (e) any agreement for the acquisition of the business or shares of another party.
Material Contracts and Obligations. (a) Attached hereto as Schedule 3.11(a) is a true, complete and accurate list, categorized by subject matter, of all of the following material outstanding contracts, plans, leases, and commitments and other agreements (collectively "Contracts") entered into by the Company or any of its Subsidiaries which are in writing or have been orally agreed to by the Company or any of its Subsidiaries:
