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SEC Filings

10-Q
SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017
Entire Document
 
 

Execution Version

 

 

(c)               There are no order, injunction, judgment, decrees, rulings, stipulation, assessment or arbitration award that is made by Government Agency or arbitrator(s) outstanding against the Company or any Subsidiary thereof, which may constitute Material Adverse Effect, individually or in aggregate, upon reasonable expectations.

 

3.7          Contract; Non-violation.

 

All of the Material Contracts have been filed as the Company's SEC Document prior to the date of this Agreement and publicly available on EDGAR.

 

3.8          Compliance with Legal Requirements and Government Authorizations

 

(a)               Both the Company and any Subsidiaries thereof have been compliance with any existing or previous Legal Requirements that are/were applicable to the Company and any Subsidiaries, their conducts, business operation or ownership of assets or use, save the nonconformance circumstances that not (or will not) severally or jointly constitute Material Adverse Effect are expressly excluded.

 

(b)               Neither the Company nor any Subsidiary thereof has received any written notices or, to the knowledge of the Company, any other communication, issued by any Government Agency, all of which are related to (i) any actual, alleged, possible and potential violation or failure of Legal Requirements (which are not corrected thereafter) without residual responsibilities, or (ii) any actual, alleged, possible and potential obligations requesting the Company or any Subsidiary thereof to take any remedial actions of any kind or bear the cost of such remedial actions.

 

3.9          Insurance

 

Except for the situations that do not have any Material Adverse Effect, (a) any and all policies of the Company and any Subsidiaries thereof are valid and fully paid any due and payable premiums; (b) neither the Company nor any of its Subsidiaries thereof have never breached or been in default any policies, neither the Company nor any of its Subsidiaries has taken any action, or failed to take come certain actions which may, with notice or after a certain period, constitute a violation, lack of, permit of termination or modification of any such policies; and (c) such policies are sufficient for compliance with (i) any Legal Requirements applicable to the Company's commercial operations stated in the Company's SEC Document, and (ii) the express requirements of all Contracts to which the Company and any Subsidiaries thereof as a party or by which the Company and any Subsidiaries thereof are restricted in other ways. The Company has provided the Purchaser with a true, accurate and complete copies of all material insurance policies held by or on behalf of the Company, except those which have not been modified and contain all attachments and exhibits submitted prior to the signing of this Agreement as the Company's SEC Document, which has been announced by EDGAR system (if applicable). Neither the Company nor any Subsidiaries thereof has received any written notice from or on behalf of any insurance carrier issuing policies or binder relating to or covering the Company or any Subsidiaries which will cancel the existing insurance or cause nonrenewal of the existing policy (including both formal and provisional insurance policies), or will need to change the equipment or any improvements to real estate occupied or leased to or by the Company or any Subsidiaries, purchase additional equipment or materially change the method of production and management.

 

3.10      Rights and Interests of Senior Executives and Directors of the Company.

 

Except for circumstances which would not lead to a Material Adverse Effect, to the knowledge of the Company, except for any facts all of which have been disclosed in the Company's SEC Document prior to conclusion of this Agreement, and except for normal rights and benefits of the Shareholders, and rights under the Company's Benefits Plan and Stock Option of the Company, no senior executives or directors of the Company or any Subsidiaries or their respective Affiliates (except for the Company and any Subsidiaries thereof) shall have any rights and benefits in any assets used by the business of the Company and any Subsidiaries thereof, in any suppliers, distributors or customers of the Company and any Subsidiaries thereof, or in any other relationship, contract or understanding established and created with the Company and any Subsidiaries thereof (beneficiary rights or personal rights and interests, whether tangible or intangible).

 

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