Common use of Non-contravention; Litigation Clause in Contracts

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.

Appears in 2 contracts

Samples: Share Purchase Agreement (JOYY Inc.), Share Purchase Agreement (Baidu, Inc.)

AutoNDA by SimpleDocs

Non-contravention; Litigation. Neither the execution and delivery of each Transaction Document to which any of the Buyer Seller Parties and the Target Business Entities is or will be a party nor the consummation of any of the Contemplated Transactions will (i) violate any provision of the organizational documents document of such Buyer Seller Party or Target Business Entity or violate any Law or Order to which such Buyer Seller Party or Target Business Entity is subject or (ii) except as set forth in Section 4.1(c) of the Disclosure Schedule, 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 Seller Party or Target Business Entity is a party, by which such Buyer Seller Party or Target Business Entity is bound or to which any of the Buyer’s assets of such Seller Party or Target Business Entity are subject, except, 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 Seller Parties and Target Business Entities to consummate the Contemplated Transactions. There is no Action pending or, to the knowledge of the Buyer Seller Parties, threatened in writing against any Buyer Seller Party or Target Business Entity that (i) seeks to invalidate this Agreement or the right of any Buyer Seller Party or Target Business Entity to enter into this Agreement each Transaction Document to which it/he is or will be a party 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 Transactionshave a Material Adverse Effect.

Appears in 2 contracts

Samples: Share Purchase Agreement (JOYY Inc.), Share Purchase Agreement (Baidu, Inc.)

AutoNDA by SimpleDocs
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!