Non-contravention; Litigation. None of the execution and the delivery of this Agreement will (i) violate any provision of the organizational documents of such Party or violate any Law or Order of any Governmental Authority to which such Party is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an Encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which such Party is a party or by which such Party is bound or to which any of such Party’s assets are subject, except for such conflicts, breaches or defaults which would not have a Material Adverse Effect. There is no action, suit or proceeding, pending or threatened against such Party that questions the validity of this Agreement or the right of such Party to enter into this Agreement or to consummate the transactions contemplated hereunder, except for such actions, suits or proceedings which would not have a Material Adverse Effect.
Non-contravention; Litigation. None of the execution and the delivery of this Agreement and the Transaction Documents to which any Group Company is a party or shall be made a party, nor the consummation of the Contemplated Transactions, will (i) violate any provision of the organizational documents of any Group Company or violate any Law or Order of any Governmental Authority to which any Group Company is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an Encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which any Group Company is a party or by which any Group Company is bound or to which any of the Group Companies’ assets are subject, except for such violations, conflicts, breaches, or defaults which would not have a Material Adverse Effect. There is no action, suit or proceeding, pending or, to the best knowledge of the Company, threatened in writing against any Group Company that questions the validity of this Agreement or the right of any Group Company to enter into this Agreement or to consummate the Contemplated Transactions, except for such actions, suits or proceedings which would not have a Material Adverse Effect.
Non-contravention; Litigation. None of the execution and the delivery of this Agreement and the Transaction Documents to which such Purchaser is a party or shall be made a party, nor the consummation of the Contemplated Transactions, will (i) violate any provision of the organizational documents of such Purchaser or violate any Law or Order of any Governmental Authority to which such Purchaser is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an Encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which such Purchaser is a party or by which such Purchaser is bound or to which any of such Purchaser’s assets are subject. There is no action, suit or proceeding, pending or threatened against such Purchaser that questions the validity of this Agreement or the right of such Purchaser to enter into this Agreement or to consummate the Contemplated Transactions.
Non-contravention; Litigation. Neither the execution and delivery of each Transaction Document to which any of the Buyer Parties is or will be a party nor the consummation of any of the Contemplated Transactions will (i) violate any provision of the organizational documents of such Buyer Party or violate any Law or Order to which such Buyer Party is subject or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an Encumbrance under or create in any party the right to accelerate, terminate, modify or cancel any Contract to which such Buyer Party is a party, by which such Buyer Party is bound or to which any of the Buyer’s assets are subject, except, in the case of sub-clause (ii) above, as would not, individually or in the aggregate, materially and adversely affect the ability of any of the Buyer Parties to consummate the Contemplated Transactions. There is no Action pending or, to the knowledge of the Buyer Parties, threatened against any Buyer Party that (i) seeks to invalidate this Agreement or the right of any Buyer Party to enter into this Agreement or to consummate the Contemplated Transactions, or (ii) would, individually or in the aggregate, materially and adversely affect the ability of any of the Buyer Parties to consummate the Contemplated Transactions.
Non-contravention; Litigation. Neither the execution and delivery of each Transaction Document to which any Group Company is or will be a party nor the consummation of any of the Contemplated Transactions will (i) violate any provision of the organizational documents of any Group Company or violate any Law or Order to which any Group Company is subject or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an Encumbrance under or create in any party the right to accelerate, terminate, modify or cancel any Contract to which any Group Company is a party, by which any Group Company is bound or to which any Group Company’s assets are subject. There is no action, suit or proceeding pending or threatened in writing against any Group Company that questions the validity of this Agreement or the right of any Group Company to enter into each Transaction Document to which it is or will be a party or to consummate the Contemplated Transactions.
Non-contravention; Litigation. Neither the execution and delivery of each Transaction Document to which the Key Holder is or will be a party nor the consummation of any of the Contemplated Transactions will (i) violate any provision of the organizational documents of the Key Holder or violate any Law or Order to which the Key Holder is subject or (ii) conflict with, result in a material breach of, constitute a material default under, result in the acceleration of or creation of an Encumbrance under or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Key Holder is a party, by which the Key Holder is bound or to which any of the Key Holder’s assets are subject. There is no action, suit or proceeding pending or, to the Knowledge of the Key Holder, threatened in writing against the Key Holder that questions the validity of this Agreement or the right of the Key Holder to enter into each Transaction Document to which it is or will be a party or to consummate the Contemplated Transactions.
Non-contravention; Litigation. Neither the execution and delivery of each Transaction Document to which Xx. Xx is or will be a party nor the consummation of any of the Contemplated Transactions will conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an Encumbrance under or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Xx. Xx is a party, by which Xx. Xx is bound or to which any of the assets of Xx. Xx are subject, except as would not, individually or in the aggregate, materially and adversely affect the ability of Xx. Xx to perform his obligations hereunder and thereunder. There is no Action pending or, to the knowledge of Xx. Xx, threatened in writing against Xx. Xx that (i) seeks to invalidate this Agreement or the right of Xx. Xx to enter into each Transaction Document to which he is or will be a party or to perform his obligations hereunder and thereunder, or (ii) would, individually or in the aggregate, materially and adversely affect the ability of Xx. Xx to perform his obligations hereunder and thereunder.
Non-contravention; Litigation. None of the execution and the delivery of this Agreement and the Transaction Documents to which the Key Holder or the Leasing WFOE is a party or shall be made a party, nor the consummation of the Contemplated Transactions, will (i) violate any provision of the organizational documents of the Key Holder or the Leasing WFOE or violate any Law or Order of any Governmental Authority to which the Key Holder or the Leasing WFOE is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an Encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which the Key Holder or the Leasing WFOE is a party or by which the Key Holder or the Leasing WFOE is bound or to which any of the Key Holder’s or the Leasing WFOE’s assets are subject, except for such violations, conflicts, breaches, or defaults which would not have a Material Adverse Effect. There is no action, suit or proceeding, pending or, to the best knowledge of the Key Holder, threatened in writing against the Key Holder or the Leasing WFOE that questions the validity of this Agreement or the right of the Key Holder or the Leasing WFOE to enter into this Agreement or to consummate the Contemplated Transactions, except for such actions, suits or proceedings which would not have a Material Adverse Effect.
Non-contravention; Litigation. Neither the execution and delivery of each Transaction Document to which such Series B Investor is or will be a party nor the consummation of any of the Contemplated Transactions will (i) violate any provision of the organizational documents of such Series B Investor or violate any Law or Order to which such Series B Investor is subject or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an Encumbrance under or create in any party the right to accelerate, terminate, modify or cancel any Contract to which such Series B Investor is a party, by which such Series B Investor is bound or to which any of such Series B Investor’s assets are subject. There is no action, suit or proceeding pending or, to the Knowledge of such Series B Investor, threatened against such Series B Investor that questions the validity of this Agreement or the right of such Series B Investor to enter into this Agreement or to consummate the Contemplated Transactions.
Non-contravention; Litigation. Neither the execution and delivery of each Transaction Document to which Magic Heart Inc. is or will be a party nor the consummation of any of the Contemplated Transactions will (i) violate any provision of the organizational documents of Magic Heart Inc. or violate any Law or Order to which Magic Heart Inc. is subject or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an Encumbrance under or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Magic Heart Ixx.xx a party, by which Magic Heart Ixx.xx bound or to which any of Magic Heart Inc.’s assets are subject. There is no action, suit or proceeding pending or, to the Knowledge of Magic Heart Inc. and the Key Holder, threatened against Magic Heart Inc.that questions the validity of this Agreement or the right of Magic Heart Inc. to enter into this Agreement or to consummate the Contemplated Transactions.
