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, violation, breach or default of any term of 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 or the Domestic Enterprise and the like (the “Constitutional Documents”), or of any term or provision of any 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 Restated Shareholders Agreement and other 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, 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 The Group Companies is inare not, nor shall the conduct of its their business as currently or proposed to be conducted result inresult, in any violation, breach or default in any material respect of any term of its their respective 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 or the Domestic Enterprise and the like (the “Constitutional Documents”), and none of the Group Companies is in violation, breach or default in any material respect of any term or provision of any mortgage, indenture, contract, agreement or instrument to which the Group Company it is a party or by which it may be bound, bound (the “Group Company ContractsOther Instruments”) 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 unauthorizedlaw. The execution, delivery and performance of and compliance with this Agreement, the Restated Shareholders Agreement and other Transaction the Ancillary 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 ContractOther Instruments, or, to the best knowledge of each Group Company and each Founder, 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 or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to any Group Company, which would either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no material penalties and fines that have been imposed on 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, violation, breach or default of any term of 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 or the Domestic Enterprise and the like (the “Constitutional Documents”), or in any material respect of any term or provision of any 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 Restated Shareholders Agreement and the other 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, to the best knowledge of each Group Company and each FounderSeller Party, a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any material lien, charge or encumbrance upon any asset of any Group Company.

Compliance with Other Instruments and Agreements. The Constitutional Documents of each Group Company are valid and have been duly approved or issued (as applicable) by competent Governmental Authorities in the jurisdiction where such Group Company is incorporated. None of the Group Companies is in, in nor shall the conduct of its business as currently conducted or proposed to be conducted result in, in violation, breach or default of any term of its constitutional documents or provision 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 or the Domestic Enterprise and the like (the “Constitutional Documents”), or of any term or provision of any mortgage, indenture, contract, agreement or instrument Contract to which the such 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 Law applicable to or binding upon the such Group Company. None of the activities, agreements, commitments Contracts or rights of any Group Company is ultra xxxxx or unauthorized. The execution, delivery and performance of and compliance with this Agreement, the Restated Shareholders Agreement and any other Transaction Agreements Document 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 Contract to which such Group Company Contract, or, to the best knowledge of each Group Company and each Founder, is a party or by which it may be bound or a violation of any statutes, laws, regulations or orders, Law or an event which results in the creation of any lien, charge or encumbrance Lien upon any Equity Security or asset of any Group Company.

Compliance with Other Instruments and Agreements. The Charter Documents of each Group Company are valid and have been duly approved or issued (as applicable) by competent Governmental Authorities in the jurisdiction where such Group Company is incorporated. None of the Group Companies is in, nor shall the conduct of its business as currently or proposed to be conducted result in, in violation, breach or default of any term of its constitutional documents or provision 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 or the Domestic Enterprise and the like (the “Constitutional Charter Documents”), or of any term or provision of any mortgage, indenture, contract, agreement or instrument Contract to which the such 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 Law applicable to or binding upon the such Group Company. None of the activities, agreements, commitments Contracts or rights of any Group Company is ultra xxxxx or unauthorized. The execution, delivery and performance of and compliance with this Agreement, the Restated Shareholders Agreement and any other Transaction Agreements Documents and the consummation of the transactions contemplated hereby and thereby will not result in (i) 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 (a) the Charter Documents of such Group Company’s Constitutional Documents , (b) any term or provision of any Material Contract to which such Group Company is a party or by which it may be bound, or (c) any applicable Law, (ii) the creation or imposition of any Lien upon, or with respect to, any of the properties or rights of any Group Company Contract(except for such Lien created by the Transaction Documents), oror (iii) any termination, to the best knowledge of each Group Company and each Foundermodification, a violation cancellation, or suspension of any statutes, laws, regulations or ordersright of, or an event which results in the creation any augmentation or acceleration of any lienobligation of, 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, violation, breach or default in any material respect of any term of 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 or the Domestic Enterprise and the like (the “Constitutional Documents”), or of any term or provision of any 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 Restated Shareholders Agreement and other Transaction Agreements any Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby will not not, to the knowledge of the Company, each Subsidiary and each Founder, 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, to the best knowledge of each Group Company and each Founder, or a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge 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, violation, breach or default of any term of its constitutional documents 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 or the Domestic Enterprise and the like (the “Constitutional Documents”)Company, or in any material respect of any term or provision of any 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”) Material Contract or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Group CompanyCompany except as disclosed in the Disclosure Schedule. None of the activities, agreements, commitments or rights of any Group Company is ultra xxxxx or invalid, or unauthorized. The execution, delivery and performance of and compliance with this Agreement, the Restated Shareholders Agreement and other Transaction the Ancillary Agreements 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 Group Company ContractMaterial Contracts, or, to the best knowledge of each Group Company and each Founder, or a violation of any statutes, laws, regulations or ordersLaws, or an event which results in the creation of any lien, charge or encumbrance Lien upon any asset of any Group Company or any termination, modification, cancellation, or suspension of any material right of, or any augmentation or acceleration of any material obligation of, any Group Company.