Common use of Restructuring Documents Clause in Contracts

Restructuring Documents. (a) The execution, delivery and performance by each and all of the Warrantors of their respective obligations under each and all of the Restructuring Documents, and the consummation of the transactions contemplated thereunder, do not and will not result in any violation of their respective Charter Documents or any applicable PRC Laws. (b) Each Restructuring Document is, and all the Restructuring Documents taken as a whole are, legal, valid, enforceable and admissible as evidence under PRC Laws, and constitute the legal and binding obligations of the relevant parties. (c) As of the Closing Date, the WFOE shall have effective control of the Domestic Company and is the sole beneficiary of the Domestic Company, such that the financial statements of the Domestic Company can be consolidated with those of the other Group Companies in accordance with the applicable accounting principles. There have been no disputes, disagreements, claims or any legal proceedings of any nature, raised by any Governmental Authority or any other party, pending or, to the Knowledge of the Warrantors, threatened against or affecting any of the Company, WFOE or the Domestic Company that: (i) challenge the validity or enforceability of any part or all of the Restructuring Documents taken as whole; (ii) challenge the Captive Structure as set forth in the Restructuring Documents; (iii) claim any ownership, share, equity or interest in WFOE or the Domestic Company, or claim any compensation for not being granted any ownership, share, equity or interest in WFOE or the Domestic Company; or (iv) claim any of the Restructuring Documents or the Captive Structure thereof or any arrangements or performance of or in accordance with the Restructuring Documents was, is or will violate any PRC Laws.

Restructuring Documents. Each Group Company, each of the Founder, and the Founder Holding Company, hereby jointly and severally represent, warrant and covenant to the Investors that as of the date hereof, and during the term of the relevant Restructuring Documents, each of the statements contained in this Section 11.5 is true, accurate and complete. (a) The Each Group Company, the Founder and his spouse has the legal right, power and authority (corporate and other) to enter into and perform its/his/her obligations under each Restructuring Document to which it/he/she is a party and has taken all necessary corporate action to authorize the execution, delivery and performance by each and all of the Warrantors of their respective obligations under each and all of the Restructuring Documentsof, and the consummation of the transactions contemplated thereunderhas authorized, do not executed and will not result in any violation of their respective Charter Documents or any applicable PRC Lawsdelivered, each Restructuring Document to which it/he/she is a party. (b) Each Restructuring Document is, constitutes a valid and all the Restructuring Documents taken as a whole are, legal, valid, enforceable and admissible as evidence under PRC Laws, and constitute the legal and legally binding obligations obligation of the relevant partiesparties named therein enforceable in accordance with its terms, except (i)as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii)as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (c) As The execution and delivery by each party named in each Restructuring Document, and the performance by such party of its obligations thereunder and the consummation by it of the Closing Datetransactions contemplated therein shall not (i) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its constitutional documents as in effect at the date hereof, any Applicable Law, or any material contract to which a Group Company or such party is a party or by which a Group Company or such party is bound, (ii) accelerate, or constitute an event entitling any Person to accelerate, the WFOE shall have effective control of the Domestic Company and is the sole beneficiary of the Domestic Company, such that the financial statements of the Domestic Company can be consolidated with those of the other Group Companies in accordance with the applicable accounting principles. There have been no disputes, disagreements, claims or any legal proceedings maturity of any nature, raised by indebtedness or other liability of any Governmental Authority Group Company or such party or to increase the rate of interest presently in effect with respect to any other indebtedness of any Group Company or such party, pending oror (iii) result in the creation of any lien, to the Knowledge of the Warrantorsclaim, threatened against charge or affecting Encumbrance upon any of the Company, WFOE properties or the Domestic Company that: (i) challenge the validity or enforceability assets of any part Group Company or all of the Restructuring Documents taken as whole; such party. (iid) challenge the Captive Structure as set forth All consents required in the Restructuring Documents; (iii) claim any ownership, share, equity or interest in WFOE or the Domestic Company, or claim any compensation for not being granted any ownership, share, equity or interest in WFOE or the Domestic Company; or (iv) claim any of the Restructuring Documents or the Captive Structure thereof or any arrangements or performance of or in accordance connection with the Restructuring Documents washave been made or unconditionally obtained in writing, and no such consent has been withdrawn or be subject to any condition precedent which has not been fulfilled or performed. (e) Each Restructuring Document is in full force and effect and no party to any Restructuring Document is in breach or default in the performance or observance of any of the terms or provisions of such Restructuring Document. None of the parties to any Restructuring Document has sent or received any communication regarding termination of or intention not to renew any Restructuring Document, and no such termination or non-renewal has been threatened by any of the parties thereto. In the event that any provision under any Restructuring Document is or will violate becomes invalid or unenforceable under any Applicable Law, each of the Group Companies, the Founder and the Founder Holding Company hereby shall, jointly and severally, take (or cause to be taken) such action, and execute and deliver (or cause to be executed and delivered) such documents and instruments and to do (or cause to be done) all things necessary, proper or advisable to ensure that substantially all of the income generated by the PRC LawsCompanies is consolidated into the Company.

Restructuring Documents. Each Group Company and the Controlling Shareholder, hereby jointly and severally represent, warrant and covenant the following to the Investors: (a) The As of the Effective Date, and during the term of the relevant Restructuring Documents, each of the statements contained in this Section 11.4(a) is true, accurate and complete: (i) Each Group Company has the legal right, power and authority (corporate and other) to enter into and perform its obligations under each Restructuring Document to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance by of, and has authorized, executed and delivered, each Restructuring Document to which it is a party. (ii) Each Restructuring Document constitutes a valid and all legally binding obligation of the Warrantors Group Companies that are a party thereto enforceable in accordance with its terms, except (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other Laws of their respective obligations under general application relating to or affecting the enforcement of creditors’ rights generally, (y) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (iii) The execution and delivery by any Group Company of each and all of the Restructuring DocumentsDocument to which it is a party, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated thereunder, do therein shall not and will not (x) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of their respective Charter Documents time or the giving of notice, (A) any provision of its constitutional documents as in effect at the date hereof, or (B) any applicable Law in any material respect, or any applicable PRC LawsMaterial Contract, (y) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any indebtedness or other liability of any Group Company or to increase the rate of interest presently in effect with respect to any indebtedness of any Group Company (other than those contemplated or intended by the Transaction Documents) or (z) result in the creation of any lien, claim, charge or encumbrance upon any of the properties or assets of any Group Company. (iv) None of the Group Companies is in breach or default in the performance or observance of any of the terms or provisions of any Restructuring Document. None of the Group Companies has sent any communication regarding termination of or intention not to renew any Restructuring Document, and no such termination or non-renewal has been threatened by any of the Group Companies. (b) As of the Effective Date, each of the statements contained in this Section 11.4(b) is true, accurate and complete: (i) All permits and consents required to enter into the Restructuring Documents have been made or unconditionally obtained in writing, and no such permit or consent has been withdrawn or be subject to any condition precedent which has not been fulfilled or performed. (ii) Each Restructuring Document is, is in full force and all effect and no party to any Restructuring Document is in breach or default in the Restructuring Documents taken as a whole are, legal, valid, enforceable and admissible as evidence under PRC Laws, and constitute the legal and binding obligations performance or observance of the relevant parties. (c) As of the Closing Date, the WFOE shall have effective control of the Domestic Company and is the sole beneficiary of the Domestic Company, such that the financial statements of the Domestic Company can be consolidated with those of the other Group Companies in accordance with the applicable accounting principles. There have been no disputes, disagreements, claims or any legal proceedings of any nature, raised by any Governmental Authority or any other party, pending or, to the Knowledge of the Warrantors, threatened against or affecting any of the Company, WFOE terms or provisions of such Restructuring Document. To the Domestic Company that: (i) challenge the validity or enforceability of any part or all knowledge of the Company after due inquiry, none of the parties to any Restructuring Documents taken as whole; (ii) challenge the Captive Structure as set forth in the Document has sent or received any communication regarding termination of or intention not to renew any Restructuring Documents; (iii) claim any ownershipDocument, share, equity and no such termination or interest in WFOE or the Domestic Company, or claim any compensation for not being granted any ownership, share, equity or interest in WFOE or the Domestic Company; or (iv) claim non-renewal has been threatened by any of the Restructuring Documents or the Captive Structure thereof or any arrangements or performance of or in accordance with the Restructuring Documents was, is or will violate any PRC Lawsparties thereto.

Restructuring Documents. (a) The Each Group Company, each Founder and each other party to any of the Restructuring Documents has the legal right, power and authority (corporate and other) to enter into and perform its/his/her obligations under each of the Restructuring Documents to which it/he/she is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each of the Restructuring Document to which it/he/she is a party. (b) Each of the Restructuring Documents constitutes a valid and legally binding obligation of the parties named therein, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (c) The execution and delivery by each and all of the Warrantors of their respective obligations under party named in each and all of the Restructuring Documents, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated thereunder, do therein shall not and will not (i) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of their respective Charter Documents time or the giving of notice, any provision of its constitutional documents as in effect at the date hereof, any applicable law, or any applicable PRC LawsMaterial Contract to which a Group Company is a party or by which a Group Company is bound, (ii) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any indebtedness or other liability of any Group Company or to increase the rate of interest presently in effect with respect to any indebtedness of any Group Company, or (iii) result in the creation of any lien, claim, charge or encumbrance upon any of the properties or assets of any Group Company. (bd) Each Restructuring Document is, and all All consents required in connection with the Restructuring Documents taken as a whole are, legal, valid, enforceable and admissible as evidence under PRC Lawshave been made or unconditionally obtained in writing, and constitute the legal and binding obligations of the relevant partiesno such consent has been withdrawn or be subject to any condition precedent which has not been fulfilled or performed. (ce) As of the Closing Date, the WFOE shall have effective control of the Domestic Company and is the sole beneficiary of the Domestic Company, such that the financial statements of the Domestic Company can be consolidated with those of the other Group Companies in accordance with the applicable accounting principles. There have been no disputes, disagreements, claims or any legal proceedings of any nature, raised by any Governmental Authority or any other party, pending or, to the Knowledge of the Warrantors, threatened against or affecting any of the Company, WFOE or the Domestic Company that: (i) challenge the validity or enforceability of any part or all Each of the Restructuring Documents taken as whole; (ii) challenge the Captive Structure as set forth is in the Restructuring Documents; (iii) claim any ownership, share, equity or interest in WFOE or the Domestic Company, or claim any compensation for not being granted any ownership, share, equity or interest in WFOE or the Domestic Company; or (iv) claim full force and effect and no party to any of the Restructuring Documents is in breach or default in the Captive Structure thereof performance or observance of any arrangements of the terms or performance provisions of or in accordance with such Restructuring Documents. None of the parties to any of the Restructuring Documents washas sent or received any communication regarding termination of or intention not to renew any of the Restructuring Documents, is and no such termination or will violate nonrenewal has been threatened by any PRC Lawsof the parties thereto.

Restructuring Documents. (a) The Each Group Company, each Founder and each other party to any of the Restructuring Documents has the legal right, power and authority (corporate and other) to enter into and perform its/his/her obligations under each of the Restructuring Documents to which it/he/she is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each of the Restructuring Document to which it/he/she is a party. (b) Each of the Restructuring Documents constitutes a valid and legally binding obligation of the parties named therein, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (c) The execution and delivery by each and all of the Warrantors of their respective obligations under party named in each and all of the Restructuring Documents, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated thereunder, do therein shall not and will not (i) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of their respective Charter Documents time or the giving of notice, any provision of its constitutional documents as in effect at the date hereof, any applicable law, or any applicable PRC LawsMaterial Contract to which a Group Company is a party or by which a Group Company is bound, (ii) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any indebtedness or other liability of any Group Company or to increase the rate of interest presently in effect with respect to any indebtedness of any Group Company, or (iii) result in the creation of any lien, claim, charge or encumbrance upon any of the properties or assets of any Group Company. (bd) Each Restructuring Document is, and all All consents required in connection with the Restructuring Documents taken as a whole are, legal, valid, enforceable and admissible as evidence under PRC Lawshave been made or unconditionally obtained in writing, and constitute the legal and binding obligations of the relevant partiesno such consent has been withdrawn or be subject to any condition precedent which has not been fulfilled or performed. (ce) As of the Closing Date, the WFOE shall have effective control of the Domestic Company and is the sole beneficiary of the Domestic Company, such that the financial statements of the Domestic Company can be consolidated with those of the other Group Companies in accordance with the applicable accounting principles. There have been no disputes, disagreements, claims or any legal proceedings of any nature, raised by any Governmental Authority or any other party, pending or, to the Knowledge of the Warrantors, threatened against or affecting any of the Company, WFOE or the Domestic Company that: (i) challenge the validity or enforceability of any part or all Each of the Restructuring Documents taken as whole; (ii) challenge the Captive Structure as set forth is in the Restructuring Documents; (iii) claim any ownership, share, equity or interest in WFOE or the Domestic Company, or claim any compensation for not being granted any ownership, share, equity or interest in WFOE or the Domestic Company; or (iv) claim full force and effect and no party to any of the Restructuring Documents is in breach or default in the Captive Structure thereof performance or observance of any arrangements of the terms or performance provisions of or in accordance with such Restructuring Documents. None of the parties to any of the Restructuring Documents washas sent or received any communication regarding termination of or intention not to renew any of the Restructuring Documents, is and no such termination or will violate non-renewal has been threatened by any PRC Lawsof the parties thereto.