Common use of Material Contracts and Obligations Clause in Contracts

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 3.9 of the Disclosure Schedule and have been made available for inspection by the Series C-3 Purchaser and its 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 USD1,000,000 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. 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 3.9 3.09 of the Disclosure Schedule and have been made available for inspection by the each Series C-3 B-4 Purchaser and its counsel. For purposes of this Section 3.93.09, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of USD1,000,000 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. 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 3.9 of the Disclosure Schedule and have been made available for inspection by the each Series C-3 C Purchaser and its 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 USD1,000,000 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. 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) except for agreements explicitly contemplated hereby and the Transaction Documents involve any of the officers, consultants, directors, employees or shareholders Affiliates of the Group CompanyCompany or any Affiliates thereof; or (iii) obligate such Group Company to share, license or develop any product or technology or (iv) contain exclusivity, non-competition or similar clauses that materially 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, are listed in Section 3.9 3.08 of the Disclosure Schedule and have been made available for inspection by the Series C-3 Purchaser Investors and its counsel. For purposes of this Section 3.93.08, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of USD1,000,000 US$100,000 in the aggregate, or that extend for more than one year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days’ 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 respective Group Companies and, to the Group Company’s knowledge, against the other parties thereto and the terms thereof have been complied with by the relevant Group Company and and, to the Group Company’s knowledge, all the other parties thereto.

Material Contracts and Obligations. (a) 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 Key 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 each Series C-3 D Purchaser and its counsel. . (b) 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 USD1,000,000 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. 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) except for agreements explicitly contemplated hereby and the Transaction Documents involve any of the officers, consultants, directors, employees or shareholders Affiliates of the Group CompanyCompany or any Affiliates thereof; or (iii) obligate such Group Company to share, license or develop any product or technology or (iv) contain exclusivity, non-competition or similar clauses that materially 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, are listed in Section 3.9 3.09 of the Disclosure Schedule and have been made available for inspection by the Series C-3 Purchaser Investors and its counsel. For purposes of this Section 3.93.09, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of USD1,000,000 US$100,000 in the aggregate, or that extend for more than one year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days’ 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 respective Group Companies and, to the Group Company’s knowledge, against the other parties thereto and the terms thereof have been complied with by the relevant Group Company and and, to the Group Company’s knowledge, all the other parties thereto.

Material Contracts and Obligations. (a) 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 Key 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 each Series C-3 D Purchaser and its counsel. . (b) 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 USD1,000,000 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. (c) Unless otherwise defined in this Agreement, a “Material Adverse Effect” means any (a) event, occurrence, fact, condition, change or development that has had, has, or could reasonably be expected to have a material adverse effect on the business, properties, assets, employees, operations, results of operations, condition (financial or otherwise), prospects or Liabilities of the Group Companies taken as a whole, (b) material impairment of the ability of any Group Company or Founder Party to perform the material obligations of such Person hereunder or under any other Transaction Document, as applicable, or (c) material impairment of the validity or enforceability of this Agreement or any other Transaction Documents against any Group Company or Founder Party.

Material Contracts and Obligations. All As of the date hereof, all contracts, agreements, contracts, leases, licenses, mortgagesinstruments, indentures, instrumentsunderstandings, commitments (oral or written), indebtedness, liabilities liabilities, proposed transactions and other obligations to which each any 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 its officers, consultants, directors, employees or shareholders of the Group Company; shareholders, or (iii) obligate such Group Company to share, license or develop any product or technology (the “Material Contracts”) are listed in Section 3.9 of the Disclosure Schedule and have been made available for inspection by the Series C-3 Purchaser Investors and its their counsel. For purposes of this Section 3.9, “material” shall mean (i) having an aggregate valueinvolving obligation, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of USD1,000,000 US$100,000 per annum or in excess of US$100,000 in the aggregate, or that extend for more than one year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days’ 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, Company (other than licenses granted in the ordinary course of business or licenses from commercially readily available “off the shelf” computer software) or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect. All of the Group Company Contracts Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company, and to the best knowledge of each Group Company and the Founders, by all the other parties thereto. There are no circumstances likely to give rise to any breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Contracts and no notice of termination or of intention to terminate has been received in respect of any Material Contracts.

Material Contracts and Obligations. (a) All agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written), indebtednessIndebtedness, liabilities and other obligations to which each any Group Company Entity is a party or by which it or its assets is bound (each, a “Group Company Contract” and collectively, the “Group Company Contracts”) that (ia) are material to the conduct and operations of its business and properties, (iib) involve any of the officers, consultants, directors, employees or shareholders of the Group CompanyEntity except for their employment or engagement agreements (if applicable); or (iiic) obligate such Group Company Entity to share, license or develop any product product, key assets or technology are listed in Section 3.9 of the Disclosure Schedule and Proprietary Assets have been made available provided to the Investors and their counsel for inspection by the Series C-3 Purchaser and its counselinspection. 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 CompanyEntity, in excess of USD1,000,000 in the aggregate, or that extend for more than one year beyond the date of this AgreementUS$50,000, (ii) not terminable upon thirty (30) days’ notice without incurring limiting or restricting any penalty Group Entity’s ability to compete or obligationotherwise conduct its business as now conducted and as presently proposed to be conducted in any manner, (iii) containing exclusivitytime or place, non-competition, or that contains any exclusivity provision or similar clauses that impair, restrict or impose conditions on any Group CompanyEntity’s right to offer or sell products or services in specified areas, during specified periods, (iii) imposing or otherwisepotentially imposing security interest or encumbrance on any key assets, Proprietary Assets, or equity interest of any Group Entity, (iv) not in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group CompanyEntity, (vi) authorizing any third party to conduct the business of any Group Entity or contracting any Principal Business to any third party, or being authorized or appointed by any third party to conduct any Principal Business, (vii) granting any third party the right to distribute, market or sell any of products of any Group Entity or affecting the exclusive right of any Group Entity to distribute, market or sell its products, (viii) involving joint venture, strategic alliance or cooperation or similar arrangement, (ix) involving profit-sharing arrangement, (x) being with any Governmental Authority, (xi) relating the Indebtedness of any Group Entity or guarantee or indemnification provided by any Group Entity, or (vixii) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect. All Section 3.9(a) of the Disclosure Schedule contains a complete list of the material contracts. (b) Section 3.9(b) of the Disclosure Schedule contains a complete list of all types of content outsourcing agreements used by the Group Company Contracts Entities in its business operation. Each of the content outsourcing contracts entered into by any Group Entity has provided that the copyright and other intellectual property right in the contents being outsourced shall belong to the respective Group Entity. A sample of each type of content outsourcing agreements (the “Sample Agreement”) has been provided to the Investors and their counsel for inspection. All content outsourcing agreements entered into by the Group Entities have been following the same template with the Sample Agreement and therefore are validsubstantially the same with the Sample Agreement (except for the difference in commercial terms, such as the contents being outsourced and the price therefor). The provisions of each Sample Agreement are in compliance with applicable Laws. (c) Except as disclosed in Section 3.9(c) of the Disclosure Schedule, each of the material contracts is legal, valid and in full effect and constitutes binding and enforceable obligations of the parties thereto. None of the Group Entities has violated or committed a breach under, or has received any communications alleging that such Group Entity has violated or committed a breach under, any of the above material contracts and obligations. No event which would (with the passage of time, notice or both) constitute a breach or default of any Group Entity under any of above material contracts, has occurred. No Group Entity has given notice (whether or not written) that it intends to terminate a material contract or that any other party thereto has breached, violated or defaulted under any material contract and no Group Entity has received any notice (whether or not written) that any other party to a material contract intends to terminate such material contract. There is no legal action or dispute in relation to any of the terms thereof have been complied with by material contracts. The execution and performance of the material contracts do not violate any applicable Laws or the Constitutional Documents of the relevant Group Company and all the other parties theretoEntities.

Material Contracts and Obligations. (a) All agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written)Contracts, indebtedness, liabilities and other obligations to which each a Group Company is a party or by which it or its assets is bound (eachbound, a “Group Company Contract” and collectively, the “Group Company Contracts”) that (i) are material to the conduct and operations of its such Group Company’s business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of the such Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology (except licenses granted in the ordinary course of business), other than agreements entered into by or on behalf of any Group Company in the ordinary course of business, are listed disclosed in Section 3.9 9 of the Disclosure Schedule and have been made available for inspection by the Series C-3 Purchaser and its their counsel. Such Contract, indebtedness, liabilities and obligations are valid and binding, in full force and effect and enforceable against such Group Company in accordance with its terms. None of the Group Companies is not in default or breach under any of such Contract, indebtedness, liabilities and obligations. (b) For purposes of this Section 3.99 of the Disclosure Schedule, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of USD1,000,000 in the aggregate, US$1,000,000 or that extend for more than one (1) year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days’ 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 entering into in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Company, Company (other than licenses granted in the ordinary course of business or licenses for commercially readily available “off the shelf” computer software) or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect. All Effect on any Group Company. (c) There are no outstanding or potential debts and liabilities in connection with or arising out of the Group Company Contracts are validWuhan Dongdi ▇▇▇▇▇▇ Hotel Management Co., binding Ltd. (武汉东帝王子酒店管理有限公司) and enforceable obligations Beijing Golden Castle Culture Transmission Co., Ltd. (北京金色城堡文化传播有限公司). (d) The stock trading account with Greatwall Securities (长城证券) was opened by Jiyang on behalf of the parties thereto ▇▇▇▇ Zhuo Guo (陈卓国), and the terms thereof have been complied with trading of shares via such account was solely controlled by the relevant Group Company ▇▇▇▇ Zhuo Guo (陈卓国) and all the other parties theretoJiyang had no control or influence at all. Any gain or loss arising from this account were taken up by ▇▇▇▇ Zhuo Guo (陈卓国) and were not related to Jiyang. The account was closed on Jul 23, 2010.

Material Contracts and Obligations. (a) All agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written)Contracts, indebtedness, liabilities and other obligations to which each a Group Company is a party or by which it or its assets is bound (eachbound, a “Group Company Contract” and collectively, the “Group Company Contracts”) that (i) are material to the conduct and operations of its such Group Company’s business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of the such Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology (except licenses granted in the ordinary course of business), other than agreements entered into by or on behalf of any Group Company in the ordinary course of business, are listed disclosed in Section 3.9 9 of the Disclosure Schedule and have been made available for inspection by the Series C-3 Purchaser and its their counsel. Such Contract, indebtedness, liabilities and obligations are valid and binding, in full force and effect and enforceable against such Group Company in accordance with its terms. None of the Group Companies is not in default or breach under any of such Contract, indebtedness, liabilities and obligations. (b) For purposes of this Section 3.99 of the Disclosure Schedule, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of USD1,000,000 in the aggregate, US$1,000,000 or that extend for more than one (1) year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days’ 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 entering into in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Company, Company (other than licenses granted in the ordinary course of business or licenses for commercially readily available “off the shelf” computer software) or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect. All of the Effect on any 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 theretoCompany.

Material Contracts and Obligations. (a) 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 any of 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 Business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of the Group Company, on the one hand, and any Group Company, on the other hand other than employment contracts with employees; 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 Series C-3 Purchaser D Investors and its counseltheir counsel (“Material Contracts”). 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 USD1,000,000 in the aggregate, US$500,000 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, (iviii) not in the ordinary course of business, (viv) transferring or licensing any Proprietary Assets Intellectual Property to or from any Group CompanyCompany (other than licenses granted in the ordinary course of business or licenses from commercially readily available “off the shelf” computer software), (v) with a governmental or regulatory authority, (vi) granting a power of attorney, agency or similar authority, (vii) relating to indebtedness for money borrowed, providing for an extension of credit, indemnification or any guaranty or other agreement to maintain any financial condition of another Person, or (viviii) being otherwise material to any Group Company or being an agreement the termination of on which would be reasonably likely to have any Group Company is substantially dependent. (b) Each Material Contract is a Material Adverse Effect. All valid and binding agreement of the Group Company Contracts are validthat is a party thereto, binding the performance of which does not and enforceable will not violate any applicable law or order, and is in full force and effect. Each Group Company has either fully performed all of its obligations under or terminated without liability or is performing and in compliance with, each of the parties thereto Material Contracts in all material aspects, and each counterparty to each Material Contract, to the best Knowledge of each Warrantor, is not in default with respect thereto. None of the Group Companies has been, or has received any notice or has any Knowledge that any other party is, in breach of, or default under, any Material Contract to which it is a party, and to the Knowledge of each Warrantor, there has not occurred any event that with the lapse of time or the giving of notice or both would reasonably be expected to constitute such a default or would give another party the right to terminate or amend the terms thereof have been complied of any Material Contract. (c) None of the Group Companies has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$200,000, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of its substantial assets or rights, other than the sale of its inventory or the licensing of its products in the ordinary course of business. (d) None of the Group Companies is a guarantor or indemnitor of any indebtedness of any other Person. (e) Save as disclosed in Section 3.9 (e) of the Disclosure Schedule, none of the Group Companies has engaged in the past three months in any legal negotiation with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of the Group Company’s assets, (ii) any merger, consolidation or other business combination transaction of the Group Company into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital shares of the Group Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital shares of the surviving entity) a majority of the total voting power represented by the relevant shares of voting capital shares of the Group Company and all (or the other parties theretosurviving entity) outstanding immediately after such transaction, or (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital shares of the Group Company.