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

Compliance with Other Instruments and Agreements. The Group Companies are not, nor shall the conduct of their business as currently or proposed to be conducted result in, any violation, breach or default of any term of its constitutional documents which may include, as applicable, memoranda and articles of association, by-laws, joint venture contracts, feasibility studies and the like (the “Constitutional Documents”), and each Group Company is not in violation in any material respect of any term or provision of any mortgage, indenture, contract, agreement or instrument to which it is a party or by which it may be bound (“Other Instruments”) or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon such Group Company. The execution, delivery and performance of and compliance with this Agreement and the Ancillary Agreements by each Warrantor 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 Constitutional Documents of such Warrantor or any Other Instruments to which such Warrantor is party or by which it may be bound, 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 such Warrantor or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to such Warrantor, which would either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair or delay such Warrantor’s ability to perform his or its obligations under this Agreement or any of the Ancillary Agreements to which he or it is a party or to consummate the transactions contemplated hereby or thereby. There are no penalties and fines of whatsoever nature that has ever been imposed on the any of the Group Company.

Appears in 3 contracts

Samples: Share Purchase Agreement (Phoenix New Media LTD), Share Purchase Agreement (Phoenix New Media LTD), Share Purchase Agreement (Phoenix New Media LTD)

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Compliance with Other Instruments and Agreements. The None of the Group Companies are notis in, nor shall the conduct of their its business as currently or proposed to be conducted result in, any violation, breach or default of any term of its constitutional documents which may includememorandum of association, as applicable, memoranda and articles of association, by-lawsbusiness license, joint venture contracts, feasibility studies and certificate of incorporation or other constitutional documents of the like respective Group Company (the “Constitutional Documents”), and each Group Company is not in violation or in any material respect of any term or provision of any mortgage, indenture, contract, agreement or instrument to which it any Group Company is a party or by which it may be or any or its assets or properties is bound (the Other InstrumentsGroup Company Contracts) ), or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon such the Group Company, except where such violation, breach of default would not have a Material Adverse Effect. None of the activities, agreements, commitments or rights of any Group Company is ultra xxxxx, unauthorized or otherwise outside of the business scope of any Group Company as set forth in its Constitutional Documents. The execution, delivery and performance of and compliance with this Agreement and the other Ancillary Agreements by each Warrantor 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 of such Warrantor or any Other Instruments Group Company Contract, or, to which such Warrantor is party or by which it may be boundthe best knowledge of each Group Company and Seller Party, or a violation of any statutes, laws, regulations or ordersLaws, or an event which results in the creation of any material lien, charge or encumbrance upon any asset of such Warrantor or any Group Company. None of the suspension, revocation, forfeiture, or nonrenewal Group Companies is aware of any material permit or license applicable default by any other party to such Warrantor, which would either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair or delay such Warrantor’s ability to perform his or its obligations under this Agreement any Group Company Contract or any condition existing that with notice or lapse of time or both would constitute a material default, or give any person or entity the Ancillary Agreements right to which he declare a material default or it is a party exercise any remedy under, or to consummate accelerate the transactions contemplated hereby maturity or thereby. There are no penalties and fines of whatsoever nature that has ever been imposed on the any of the performance of, or to cancel, terminate, or modify, a Group CompanyCompany Contract.

Appears in 2 contracts

Samples: Preferred Share Purchase Agreement, Series B Preferred Share Purchase Agreement (VanceInfo Technologies Inc.)

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Compliance with Other Instruments and Agreements. The None of the Group Companies are notis in, nor shall the conduct of their its business as currently or proposed to be conducted result in, any and none of the Yixin Entities is in with respect to its conduct of the Business, violation, breach or default of any term of its constitutional documents which may include, as applicable, memoranda and memorandum or articles of association, by-laws, joint venture contracts, feasibility studies laws and the like of the respective Group Company or Yixin Entity (the “Constitutional Documents”), and each Group Company is not in violation or in any material respect of any term or provision of any mortgage, indenture, contract, agreement or instrument to which it such Group Company is a party or by which it or the Business may be bound or to which any assets of any Group Company or the Business are subject (the Other InstrumentsGroup Company and Business Contracts) ), or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon such any Group Company or the Business. None of the activities, agreements, commitments or rights of any Group Company, and none of the activities, agreements, commitments or rights of any Yixin Entity in its conduct of the Business, is ultra xxxxx or unauthorized. The execution, delivery and performance of and compliance with this Agreement and the Ancillary Agreements by each Warrantor 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 Constitutional Documents of such Warrantor Document or any Other Instruments Group Company and Business Contract, or, to which such Warrantor is party or by which it may be boundthe knowledge of the Warrantors, 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 securities or assets of such Warrantor any Group Company or the Business or the suspension, revocation, forfeiture, or nonrenewal non-renewal of any material permit or license applicable to such Warrantor, which would either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair or delay such Warrantor’s ability to perform his or its obligations under this Agreement or any of the Ancillary Agreements to which he or it is a party or to consummate the transactions contemplated hereby or thereby. There are no penalties and fines of whatsoever nature that has ever been imposed on the any of the Group CompanyPermit.

Appears in 1 contract

Samples: Business Cooperation Agreement

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