Common use of Compliance with Other Instruments and Agreements Clause in Contracts

Compliance with Other Instruments and Agreements. None of the Group Companies is in, nor shall the conduct of its business as currently or proposed to be conducted result in, a violation, breach or default of any term of the constitutional documents of the respective Group Company (the “Constitutional Documents”), nor in material violation, breach or default in respect of any term or provision of any oral or written mortgage, indenture, contract, agreement or instrument to which the Group Company is a party or by which it may be bound (the “Group Company Contracts”) or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Group Company. None of the activities, agreements, commitments or rights of any Group Company is ultra xxxxx or unauthorized. The execution, delivery and performance of and compliance with this Agreement, the Shareholders Agreement and any Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby will not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any Group Company’s Constitutional Documents or any Group Company Contract, or a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance upon any asset of any Group Company.

Compliance with Other Instruments and Agreements. None of the Group Companies is or has been in, nor shall the conduct of its business as currently or proposed to be conducted result in, a violation, breach or default of any term of the constitutional documents its Constitutional Documents of the respective Group Company (the “Constitutional Documents”)Company, nor in material violation, breach or default in respect of any term or provision of any oral or written mortgage, indenture, contract, agreement or instrument to which the Contract entered into by any Group Company is a party or by which it may be bound (the “Group Company Contracts”) or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Group Company. None of the activities, agreements, commitments or rights of any Group Company is ultra xxxxx or unauthorized. The execution, delivery and performance of and compliance with this Agreement, the Shareholders Agreement and Agreement, any Ancillary Agreement other Transaction Document and the consummation of the transactions contemplated hereby and thereby thereby, will not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any Group Company’s Constitutional Documents or any Contract entered into by any Group Company ContractCompany, or a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance Lien upon any asset of any Group CompanyCompany other than Permitted Liens.

Compliance with Other Instruments and Agreements. None of the No Group Companies Company is in, nor shall the conduct of its business as currently or proposed to be conducted pursuant to its business plan result in, a any violation, breach or default of any term of the its constitutional documents of the respective Group Company which may include, as applicable, memoranda and articles of association, by-laws, joint venture contracts for the PRC Companies and the like (the “Constitutional Documents”), nor or in any material violation, breach or default in respect of any term or provision of any oral or written mortgage, indenture, contract, agreement or instrument to which the Group Company is a party or by which it may be bound bound, (the “Group Company Contracts”) or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Group Company. None of the activities, agreements, commitments or rights of any Group Company is ultra xxxxx or unauthorized. The execution, delivery and performance of and compliance with this Agreement, any of the Shareholders Agreement and any Ancillary Agreement Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any Group Company’s Constitutional Documents or any Group Company Contract, or or, to the knowledge of each Group Company and the Founder, a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance upon any asset of any Group Company.

Compliance with Other Instruments and Agreements. None of the Group Companies The Company is not in, nor shall the conduct of its business as currently or proposed to be conducted result in, a any violation, breach or default of any term of the its constitutional documents of the respective Group Company which shall include the Certificate of Incorporation of the Company, as amended to date, Certificate of Designations and the bylaws of the Company (collectively, the “"Constitutional Documents”"), nor or in any material violation, breach or default in respect of any term or provision of any oral or written mortgage, indenture, contract, agreement or instrument to which the Group Company or any subsidiary of the Company is a party or by which it or any of its assets may be bound (collectively, the “Group "Company Contracts”") or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Group Company. None Company or any subsidiary of the activities, agreements, commitments or rights of any Group Company is ultra xxxxx or unauthorizedCompany. The execution, delivery and performance of and compliance with this Agreement, the Shareholders Agreement and any Ancillary Agreement the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any Group the Company’s 's Constitutional Documents or any Group Company Contract, or a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance upon any asset of any Group the Company.

Compliance with Other Instruments and Agreements. None of the Group Companies is in, nor shall the conduct of its business as currently or proposed to be conducted result in, a any violation, breach or default of any term of the its constitutional documents which may include, as applicable, memoranda and articles of association, by-laws, joint venture contracts, feasibility studies and the respective Group Company like (the “Constitutional Documents”), nor or in any material violation, breach or default in respect of any term or provision of any oral or written mortgage, indenture, contract, agreement or instrument to which the Group Company is a party or by which it may be bound bound, (the “Group Company Contracts”) or or, except as disclosed in Section 4.13 of the Disclosure Schedule, of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Group Company. None of the activities, agreements, commitments or rights of any Group Company is ultra xxxxx or unauthorized. The execution, delivery and performance of and compliance with this Agreement, the Shareholders Agreement (as defined below), the Indemnification Agreement (as defined below) and any Ancillary Agreement other agreements to which it and/or any Covenantor is a party and the execution of which is contemplated hereunder as of the Closing Date (collectively, the “Transaction Agreements”) and the consummation of the transactions contemplated hereby and thereby will not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any Group Company’s Constitutional Documents or any Group Company ContractContracts, or or, to the best knowledge of the Covenantors, a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance upon any asset of any Group Company.

Compliance with Other Instruments and Agreements. None of the Each Group Companies Company is not in, nor shall the conduct of its business as currently or proposed to be conducted result in, a any violation, breach or default of any material term of the its constitutional documents of the respective Group Company which may include, as applicable, memoranda and articles of association, by-laws, joint venture contracts, feasibility studies for the PRC Subsidiary and the like (the “Constitutional Documents”), nor or in any material violation, breach or default in respect of any term or provision of any oral or written mortgage, indenture, contract, agreement or instrument to which the Group Company is a party or by which it may be bound (the “Group Company Contracts”) or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Group Company. None of the activities, agreements, commitments or rights of any Group Company is ultra xxxxx or unauthorized. The execution, delivery and performance of and compliance with this Agreement, the Shareholders Agreement and any Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby will not result in any such material violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, constitute either a default under any Group Company’s Constitutional Documents or any Group Company Contract, or or, to the best knowledge of each Key Shareholder, a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance upon any asset of any Group Company.

Compliance with Other Instruments and Agreements. None Neither of the Group Companies Company is in, nor shall the conduct of its business as currently or proposed to be conducted result in, a violation, breach or default of any term of the its constitutional documents of the respective Group Company which may include, as applicable, memoranda and articles of association, by-laws, (the “Constitutional Documents”), nor or in any material violation, breach or default in respect of any term or provision of any oral or written mortgage, indenture, contract, agreement or instrument to which the Group Company is a party or by which it may be bound bound, (the “Group Company Contracts”) or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Group Company. None of the activities, agreements, commitments or rights of any Group the Company is ultra xxxxx or unauthorized. The execution, delivery and performance of and compliance with this Agreement, the Shareholders Agreement and any Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby will not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any Group Company’s the Constitutional Documents or any Group the Company Contract, or a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance upon any asset of any Group CompanyContracts.

Compliance with Other Instruments and Agreements. None of the Group Companies The Operating Company is not in, nor shall the conduct of its business as currently or proposed to be conducted result in, a any violation, breach or default of any term of the its constitutional documents which may include, as applicable, memoranda and articles of association, by-laws, joint venture contracts and the respective Group Company like (the “Constitutional Documents”), nor or in any material violation, breach or default in respect of any term or provision of any oral or written mortgage, indenture, contract, agreement or instrument to which the Group Operating Company is a party or by which it may be bound bound, (the “Group Operating Company Contracts”) or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Group Operating Company. None of the activities, agreements, commitments or rights of any Group Company is ultra xxxxx or unauthorized. The execution, delivery and performance of and compliance with this Agreement, the Shareholders Agreement and any the Ancillary Agreement Agreements and the consummation of the transactions contemplated hereby and thereby will not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any Group Operating Company’s Constitutional Documents or any Group Operating Company Contract, or or, to the best knowledge of the Operating Company and each of the Purchasers, a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance upon any asset of any Group the Operating Company.

Compliance with Other Instruments and Agreements. None of the Each Group Companies Company is not in, nor shall the conduct of its business as currently or proposed to be conducted result in, a any violation, breach or default of any term of the its constitutional documents of the respective Group Company which may include, as applicable, memoranda and articles of association, by-laws, joint venture contracts, feasibility studies for the Domestic Entities and the like (the “Constitutional Documents”), nor or in any material violation, breach or default in respect of any term or provision of any oral or written mortgage, indenture, contract, agreement or instrument to which the Group Company is a party or by which it may be bound bound, (the “Group Company Contracts”) or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Group Company. None of the activities, agreements, commitments or rights of any Group Company is ultra xxxxx or unauthorized. The execution, delivery and performance of and compliance with this Agreement, the Shareholders Agreement and any the Ancillary Agreement Agreements and the consummation of the transactions contemplated hereby and thereby will not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any Group Company’s Constitutional Documents or any Group Company Contract, or or, to the best knowledge of each Group Company and each Founder, a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance upon any asset of any Group Company.

Compliance with Other Instruments and Agreements. None of the Each Group Companies Company is not in, nor shall the conduct of its business as currently or proposed to be conducted Business result in, a any violation, breach or default of any term of the its constitutional documents of the respective Group Company which may include, as applicable, memoranda and articles of association, by-laws, joint venture contracts for the PRC Companies and the like (the “Constitutional Documents”), nor or in any material violation, breach or default in respect of any term or provision of any oral or written mortgage, indenture, contract, agreement or instrument to which the Group Company is a party or by which it may be bound bound, (the “Group Company Contracts”) or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Group Company. None of the activities, agreements, commitments or rights of any Group Company is ultra xxxxx or unauthorized. The execution, delivery and performance of and compliance with this Agreement, any of the Shareholders Agreement and any Ancillary Agreement Series D Documents and the consummation of the transactions contemplated hereby and thereby will not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any Group Company’s Constitutional Documents or any Group Company Contract, or or, to the best Knowledge of each Warrantor, a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance upon any asset of any Group Company.

Compliance with Other Instruments and Agreements. None of the Group Companies is in, nor shall the conduct of its business as currently or proposed to be conducted result in, a violation, breach or default of any term of the its constitutional documents of the respective Group Company (the “Constitutional Documents”), nor or in any material violation, breach or default in respect of any term or provision of any oral or written mortgage, indenture, contract, agreement or instrument to which the Group Company is a party or by which it may be bound bound, (the “Group Company Contracts”) or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Group Company, and where the occurrence of such violation, breach or default would be reasonably likely to have a Material Adverse Effect. None of the activities, agreements, commitments or rights of any Group Company is ultra xxxxx or unauthorized. The execution, delivery and performance of and compliance with this Agreement, the Shareholders Agreement and any Ancillary Agreement Transaction Agreements and the consummation of the transactions contemplated hereby and thereby will not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any Group Company’s Constitutional Documents or any Group Company Contract, or or, to the knowledge of the Covenantors, a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance Lien upon any asset of any Group Company, and where the occurrence of such violation, breach of default would be reasonably likely to have a Material Adverse Effect.