Common use of Real Property and Other Assets Clause in Contracts

Real Property and Other Assets. (i) Each Group Company has good and valid title to, or valid leases/subleases, licenses or rights to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of its material properties and assets (real and personal, tangible and intangible) owned or used by it ("Business Assets"), free and clear of any Encumbrances. Each Group Company is not currently in material breach of any of the terms or conditions under any of its leases/subleases. The Business Assets constitute all of the assets, rights and properties (tangible and intangible) required for the conduct of, and such assets, rights and properties will be sufficient for each Group Company to conduct, the operations in the manner in which it is currently conducted and proposed to be conducted, and there are no assets, properties or rights that are material to any Group Company other than the Business Assets. (ii) Each Group Company owns and has good and valid title to all real property owned in whole or in part by each Group Company as of the date hereof ("Owned Real Property") and there are no actual, threatened or contemplated condemnation or eminent domain Actions that may affect any Owned Real Property or any part thereof. All of the lands, the buildings, and the structures, appurtenances and equipment situated on the Owned Real Property in all material respects (i) are in good operating condition and suitable for the purposes for which they are presently being used and (b) have been built, established, maintained, used and operated in compliance with all applicable Laws, Governmental Approvals or agreements with any Governmental Authority or any other Person. (iii) (A) Each Group Company has good and valid leasehold interest in each real property leased by the Group Company as of the date hereof ("Leased Real Property"), free and clear of all Encumbrances and (B) there are no material defaults by any Group Company (or any conditions or events that, after notice or the lapse of time or both, would constitute a default by any Group Company) and there are no material defaults by any other party to such lease (or any conditions or events that, after notice or the lapse of time or both, would constitute a default by such other party) under such lease agreement. (iv) The equipment, molds, tools, improvements and other tangible assets of each Group Company included in the Business Assets have been operated in all material respects in accordance with applicable Law and applicable Contracts related thereto; and (B) are in all material respects in good operating condition and repair, with reasonable wear and tear excepted, fit for the purposes for which they are used in the relevant Group Company's operations as currently conducted, and sufficient to permit its use in the continuing operations of the Group Company.

Real Property and Other Assets. 58. Except as otherwise disclosed in the Hong Kong Prospectus, the Disclosure Package and the Prospectus (iA) Each each of the Company and the other members of the Group Company has valid, good and marketable title, has been granted valid title toland use rights and building ownership rights (as applicable), or valid leases/subleases, licenses or rights completed all relevant land use right transfer procedures to use pursuant all real properties and buildings that it purports to a own and valid and enforceable lease, license or similar contractual arrangement, good title to all of its material personal properties and assets (real and personal, tangible and intangible) owned or used by that it ("Business Assets"), free and clear of any Encumbrances. Each Group Company is not currently purports to own as described in material breach of any each of the terms or conditions under any of its leases/subleases. The Business Assets constitute all of the assets, rights and properties (tangible and intangible) required for the conduct of, and such assets, rights and properties will be sufficient for each Group Company to conduct, the operations in the manner in which it is currently conducted and proposed to be conducted, and there are no assets, properties or rights that are material to any Group Company other than the Business Assets. (ii) Each Group Company owns and has good and valid title to all real property owned in whole or in part by each Group Company as of the date hereof ("Owned Real Property") and there are no actual, threatened or contemplated condemnation or eminent domain Actions that may affect any Owned Real Property or any part thereof. All of the lands, the buildings, Disclosure Package and the structuresProspectus, appurtenances and equipment situated on the Owned Real Property in all material respects (i) are in good operating condition and suitable for the purposes for which they are presently being used and (b) have been built, established, maintained, used and operated in compliance with all applicable Laws, Governmental Approvals or agreements with any Governmental Authority or any other Person. (iii) (A) Each Group Company has good and valid leasehold interest in each real property leased by the Group Company as of the date hereof ("Leased Real Property"), case free and clear of all Encumbrances Encumbrances, except such as would not, and would not reasonably be expected to, individually or in the aggregate, (i) materially adversely affect the value of such property or asset; (ii) materially interfere with the use made and proposed to be made of such property or asset by the Company or the relevant member of the Group, as applicable or (iii) result in, individually or in the aggregate, a Material Adverse Change; (B) each real property or building, as applicable, owned or held under lease by the Company or any member of the Group as described in the Disclosure Package and the Prospectus is in full force and effect that has been duly authorised, executed and delivered and is legal, valid, binding and enforceable in accordance with its terms, with such exceptions as would not, and could not reasonably be expected to, individually or in the aggregate, materially interfere with the use made and proposed to be made of such property or asset by the Company or the relevant member of the Group, as applicable; no material default (or event which, with notice or lapse of time or fulfilment of any condition or compliance with any formality or all of the foregoing, would constitute such a default) by the Company or any other member of the Group has occurred and is continuing or is reasonably likely to occur under any of such leases; neither the Company nor any other member of the Group is aware of any action, suits, claims, demands, investigations, judgment, awards and proceedings of any nature that has been asserted by any person which (a) may be materially adverse to the rights or interests of the Company or the relevant member of the Group under such lease, tenancy or license or (b) which may materially affect the rights of the Company or the relevant member of the Group to the continued possession or use of such leased or licensed property or other asset; the right of the Company or the relevant member of the Group to possess or use such leased or licensed property or other asset is not subject to any unusual or onerous terms or conditions; (C) there are no material defaults Encumbrances, conditions, planning consents, orders, regulations or other restrictions which may interfere or affect the use made or proposed to be made of such owned, leased or licensed property or other asset by any Group the Company (or any conditions or events thatother member of the Group, after notice or which is material to the lapse Group as a whole, and the use of time or bothall such properties is, would constitute a default by any Group Company) and there are no material defaults by any other party to such lease (or any conditions or events that, after notice or the lapse of time or both, would constitute a default by such other party) under such lease agreement. (iv) The equipment, molds, tools, improvements and other tangible assets of each Group Company included in the Business Assets have been operated in all material respects respects, in accordance with their permitted use under applicable Law and applicable Contracts related theretoLaws; and (BD) are in all material respects in good operating condition and repair, with reasonable wear and tear excepted, fit for neither the purposes for which they are used in the relevant Group Company's operations as currently conducted, and sufficient to permit its use in the continuing operations Company nor any other member of the Group Companyowns, operates, manages or has any other right or interest in any other real property or building or personal property or asset, as applicable, of any kind that is material to the Group as whole, except as reflected in the audited consolidated financial statements of the Company and members of the Group (or as otherwise disclosed) in each of the Disclosure Package and the Prospectus, and no other material real properties or buildings and personal properties or assets are necessary in order for the Company and the other members of the Group to carry on their respective existing business in the manner described in each of the Disclosure Package and the Prospectus.