Common use of Subsidiary Contracts Clause in Contracts

Subsidiary Contracts. (a) Section 3.08 of the Seller Disclosure Schedule contains a complete list of: (i) each Subsidiary Contract in excess of RMB 500,000 that is not terminable by Singapore Subsidiary or Suzhou Subsidiary, as applicable, upon 30 calendar days (or less) notice by party without penalty or obligation to make any payment based on such termination; (ii) each other Subsidiary Contract that contains or provides for: (A) any agreement for the purchase or license of services or other assets providing for either (i) annual payments by Singapore Subsidiary or Suzhou Subsidiary, as applicable, of RMB 250,000 or more or (ii) aggregate payments by Singapore Subsidiary or Suzhou Subsidiary, as applicable, of RMB 250,000 or more; (B) any partnership, joint venture or other similar agreement or arrangement; (C) any agreement relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise); (D) any agreement relating to Indebtedness; or (E) any agreement that limits the freedom of Singapore Subsidiary or Suzhou Subsidiary to compete in any line of business or with any Person or in any area. (b) Each Subsidiary Contract is a valid and binding agreement of Singapore Subsidiary or Suzhou Subsidiary, as applicable, and is in full force and effect (subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies) in all material respects, and none of Singapore Subsidiary or Suzhou Subsidiary or, to the knowledge of Seller, any other party thereto is in material default or material breach under the terms of any such Subsidiary Contract.