Common use of Absence of Defaults and Conflicts Resulting from Transaction Clause in Contracts

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof did not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except in the case of clauses (ii) and (iii), for any breaches, violations, defaults, liens, charges or encumbrances, which, individually or in the aggregate, would not result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenturethis Agreement, any supplement to the Indenture with respect to the Offered Securities and this Agreement and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof did will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or similar organizational documents of the Company or the articles of organization or operating agreement of any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body body, any accrediting agency or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, including, without limitation, the Higher Education Act of 1965, as amended (the "HEA"), or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subjectsubject except, except in the case cases of clauses (ii) and (iii), for any ) such breaches, violations, defaults, liens, charges defaults or encumbrances, whichimpositions (other than a Debt Repayment Triggering Event) that would not, individually or in the aggregate, would not result in a Material Adverse Effect; a “"Debt Repayment Triggering Event” " means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenturethis Agreement, any supplement to the Indenture with respect to the Offered Securities and this Agreement and the issuance and sale of the Offered Securities and compliance with by the terms and provisions thereof did Selling Stockholders will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or similar organizational documents of the Company or the articles of organization or operating agreement of any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body body, any accrediting agency or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, including, without limitation, the Higher Education Act of 1965, as amended (the "HEA"), or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subjectsubject except, except in the case cases of clauses (ii) and (iii), for any ) such breaches, violations, defaults, liens, charges defaults or encumbrances, whichimpositions (other than a Debt Repayment Triggering Event) that would not, individually or in the aggregate, would not result in a Material Adverse Effect; a “"Debt Repayment Triggering Event” " means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement Agreement, and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof did will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, to (i) the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries, (ii) any statutelaw, statute or ordinance, or any rule, regulation regulation, injunction or order of any governmental agency agency, including, without limitation, the United States Food and Drug Administration (the “FDA”), or any body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except except, in the case of clauses (ii) and or (iii)) only, for any breaches, violations, defaults, liens, charges or encumbrances, whichas would not, individually or in the aggregate, would not result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement and the Deposit Agreement and the consummation of the transactions contemplated herein and therein, and the issuance and sale of the Offered Securities, including the deposit of the Ordinary Shares underlying the Offered Securities and compliance with the terms Depositary against the issuance of ADSs, and provisions thereof did the listing of the Offered Securities on the NYSE, do not and will not, as applicable, not (i) conflict with or result in a breach or violation of any of the terms and or provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries or variable interest entities pursuant to, (i) the charter any indenture, mortgage, deed of trust, loan agreement or by-laws or similar organizational documents of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any other agreement or instrument to which the Company or any of its subsidiaries and variable interest entities is a party or by which the Company or any of its subsidiaries and variable interest entities is bound or to which any of the properties or assets of the Company or any of its subsidiaries and variable interest entities is subject, except in the case of clauses ; (ii) result in any violation of the provisions of the articles of association, business license or other constitutive documents of the Company or any of its subsidiaries and variable interest entities; and (iii), for any breaches, violations, defaults, liens, charges or encumbrances, which, individually or ) result in the aggregateviolation of any judgment, would not result in a Material Adverse Effect; a law or statute or any order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries and variable interest entities or any of their properties or assets. A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariessubsidiaries and variable interest entities.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement Agreement, and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof did thereof, will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or similar other organizational documents of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except except, in the case of clause (i) as it applies to the Company’s subsidiaries, as would not, individually or in the aggregate, result in a Material Adverse Effect, and in the case of clauses (ii) and (iii), for any breaches, violations, defaults, liens, charges or encumbrances, whichas would not, individually or in the aggregate, would not result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement Agreement, and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof did will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or similar other organizational documents of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or party, by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except except, in the case of clause (i) as it applies to the Company’s subsidiaries, as would not, individually or in the aggregate, result in a Material Adverse Effect, and in the case of clauses (ii) and (iii), for any breaches, violations, defaults, liens, charges or encumbrances, whichas would not , individually or in the aggregate, would not result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement and Agreement, the issuance and sale of the Offered Securities and the Guarantees and compliance with the terms and provisions thereof did will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, Parent or any of its subsidiaries the Subsidiaries, pursuant to, to (i) the charter or charter, by-laws or similar other organizational documents instrument or document of the Company Company, Parent or any of its subsidiariesthe Subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company Company, Parent or any of its subsidiaries the Subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company Company, Parent or any of its subsidiaries the Subsidiaries is a party or by which the Company Company, Parent or any of its subsidiaries the Subsidiaries is bound or to which any of the properties of the Company Company, Parent or any of its subsidiaries the Subsidiaries is subject, except except, in the case of clauses (ii) and (iii)) above, for any such conflicts, breaches, violations, defaults, liens, charges or encumbrances, whichencumbrances that would not, individually or in the aggregate, would not result in have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Company, Parent or any of its subsidiariesthe Subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenturethis Agreement, any supplement to the Indenture with respect to the Offered Securities and this Agreement and the issuance and sale of the Offered Securities and compliance will not (i) conflict with the terms and provisions thereof did not and will not, as applicable, or result in a breach or violation of any of the terms and or provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant toto any indenture, (i) the charter or by-laws or similar organizational documents mortgage, deed of the Company or any of its subsidiariestrust, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any loan agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties property or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the articles of association, charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (iii) and (iii)) above, for any breaches, violations, defaults, liens, charges or encumbrances, whichsuch exceptions as would not reasonably be expected, individually or in the aggregate, would not result in to have a Material Adverse Effect; a . “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of each of the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement Transaction Documents and the issuance and sale of the Offered Securities (including the issuance of any Underlying Shares upon conversion thereof) and compliance with the terms and provisions thereof did will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except in except, for the case purposes of clauses (ii) and (iii), for any breachesbreach, violationsviolation, defaultsdefault, lienslien, charges charge or encumbrances, whichencumbrance that would not, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; . As used herein, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement and the Deposit Agreement and the consummation of the transactions contemplated herein and therein, and the issuance and sale of the Offered Securities, including the deposit of the Ordinary Shares underlying the Offered Securities and compliance with the terms Depositary against the issuance of ADSs, and provisions thereof did the listing of the Offered Securities on The New York Stock Exchange, do not and will not, as applicable, not (i) conflict with or result in a breach or violation of any of the terms and or provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries or variable interest entities pursuant to, (i) the charter any indenture, mortgage, deed of trust, loan agreement or by-laws or similar organizational documents of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any other agreement or instrument to which the Company or any of its subsidiaries and variable interest entities is a party or by which the Company or any of its subsidiaries and variable interest entities is bound or to which any of the properties or assets of the Company or any of its subsidiaries and variable interest entities is subject, except in the case of clauses ; (ii) result in any violation of the provisions of the articles of association, business license or other constitutive documents of the Company or any of its subsidiaries and variable interest entities; and (iii), for any breaches, violations, defaults, liens, charges or encumbrances, which, individually or ) result in the aggregateviolation of any judgment, would not result in a Material Adverse Effect; a law or statute or any order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries and variable interest entities or any of their properties or assets. A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariessubsidiaries and variable interest entities.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement and Agreement, the issuance and sale of the Offered Securities Securities, any Underlying Shares and the Guarantees and compliance with the terms and provisions thereof did will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, Parent or any of its subsidiaries the Subsidiaries pursuant to, to (i) the charter or by-laws or similar organizational documents of the Company Company, Parent or any of its subsidiariesthe Subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company Company, Parent or any of its subsidiaries the Subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company Company, Parent or any of its subsidiaries the Subsidiaries is a party or by which the Company Company, Parent or any of its subsidiaries the Subsidiaries is bound or to which any of the properties of the Company Company, Parent or any of its subsidiaries the Subsidiaries is subject, except except, in the case of clauses (ii) and (iii)) above, for any such conflicts, breaches, violations, defaults, liens, charges or encumbrances, whichencumbrances that would not, individually or in the aggregate, would not result in have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Company, Parent or any of its subsidiariesthe Subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement Agreement, and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof did will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or Company, any of its subsidiaries or any CCE Entity pursuant to, (i) the charter or by-laws or similar organizational documents of the Company or Company, any of its subsidiariessubsidiaries or any CCE Entity, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or Company, any of its subsidiaries subsidiaries, any CCE Entity or any of their respective properties, or (iii) any agreement or instrument to which the Company or Company, any of its subsidiaries or any CCE Entity is a party or by which the Company or Company, any of its subsidiaries or any CCE Entity is bound or to which any of the properties of the Company or Company, any of its subsidiaries or any CCE Entity is subject, except except, in the case of clauses (ii) and (iii), for any such breaches, violations, defaults, liens, charges violations or encumbrances, whichdefaults that would not, individually or in the aggregate, would not result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or Company, any of its subsidiariessubsidiaries or any CCE Entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement Agreement, and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof did will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or similar other organizational documents of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or party, by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except except, in the case of clause (i) as it applies to the Company’s subsidiaries, as would not, individually or in the aggregate, result in a Material Adverse Effect, and in the case of clauses (ii) and (iii), for any breaches, violations, defaults, liens, charges or encumbrances, whichas would not , individually or in the aggregate, would not result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement Agreement, and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof did will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, to (i) the charter or by-laws or similar organizational documents of the Company or the charter, by-laws or other organizational documents, as the case may be, of any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except except, in the case cause of clauses (ii) and (iii)) above, for any breachessuch conflict, violationsbreach, defaultsviolation, liensdefault, charges lien, charge or encumbrances, whichencumbrance that would not reasonably be expected, individually or in the aggregate, would not result in to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement and the Registration Rights Agreement, and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof did will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or charter, by-laws or similar other organizational documents of the Company or any of its subsidiaries, (ii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except in the case of with respect to clauses (ii) and (iii), ) for any such breaches, violations, defaults, Debt Repayment Triggering Events, liens, charges or encumbrances, whichas applicable, that would not have, individually or in the aggregate, would not result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of and its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement and the Deposit Agreement and the consummation of the transactions contemplated herein and therein, and the issuance and sale of the Offered Securities, including the deposit of the Class A Ordinary Shares underlying the Offered Securities and compliance with the terms Depositary against the issuance of ADSs, and provisions thereof did the listing of the Offered Securities on the NYSE, do not and will not, as applicable, not (i) conflict with or result in a breach or violation of any of the terms and or provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries or variable interest entities pursuant to, (i) the charter any indenture, mortgage, deed of trust, loan agreement or by-laws or similar organizational documents of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any other agreement or instrument to which the Company or any of its subsidiaries and variable interest entities is a party or by which the Company or any of its subsidiaries and variable interest entities is bound or to which any of the properties or assets of the Company or any of its subsidiaries and variable interest entities is subject, except in the case of clauses ; (ii) result in any violation of the provisions of the articles of association, business license or other constitutive documents of the Company or any of its subsidiaries and variable interest entities; and (iii), for any breaches, violations, defaults, liens, charges or encumbrances, which, individually or ) result in the aggregateviolation of any judgment, would not result in a Material Adverse Effect; a law or statute or any order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries and variable interest entities or any of their properties or assets. A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariessubsidiaries and variable interest entities.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, any supplement to this Agreement, the Indenture with respect to Security Agreements and the Offered Securities and this Agreement and Registration Rights Agreement, the issuance and sale of the Offered Securities and the Guarantees and compliance with the terms and provisions thereof did will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, Parent or any of its subsidiaries the Subsidiaries pursuant to, to (i) the charter or by-laws or similar organizational documents of the Company Company, Parent or any of its subsidiariesthe Subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company Company, Parent or any of its subsidiaries the Subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company Company, Parent or any of its subsidiaries the Subsidiaries is a party or by which the Company Company, Parent or any of its subsidiaries the Subsidiaries is bound or to which any of the properties of the Company Company, Parent or any of its subsidiaries the Subsidiaries is subject, except except, in the case of clauses (ii) and (iii)) above, for any such conflicts, breaches, violations, defaults, liens, charges or encumbrances, whichencumbrances that would not, individually or in the aggregate, would not result in have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Company, Parent or any of its subsidiariesthe Subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenturethis Agreement, any supplement to the Indenture with respect to the Offered Securities and this Agreement and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof did will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or other similar organizational documents of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except in the case of clauses (ii) and (iii), for any breaches, violations, defaults, liens, charges or encumbrances, whichencumbrances that, individually or in the aggregate, would not result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenturethis Agreement, any supplement to the Indenture with respect to the Offered Securities and this Agreement and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof did will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, to (i) the articles of association, charter or by-laws or similar organizational documents of the Company or any of its subsidiariessubsidiary, (ii) any statute, rule, regulation or order of any governmental agency or body applicable to the Company or its subsidiary or to which any of their properties is subject or any order of any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries subsidiary is a party or by which the Company or any of its subsidiaries subsidiary is bound or to which any of the properties of the Company or any of its subsidiaries subsidiary is subjectsubject except, except in for the case purposes of clauses (ii) and (iii), for any breachessuch breach, violationsviolation, defaultsdefault, lienslien, charges charge or encumbrances, whichencumbrance that would not, individually or in the aggregate, would not result in reasonably be expected to have a Material Adverse Effect; a Effect or that would materially adversely affect the issuance and sale of the Offered Securities and the other transactions contemplated hereby. “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiariessubsidiary.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement Transaction Documents and the issuance and sale of the Offered Securities in the manner and compliance with pursuant to the terms as herein and provisions thereof did therein contemplated will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or or, except as disclosed in the General Disclosure Package, a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except in the case of clauses with respect to (ii) and (iii), ) above only for any such breaches, violations, defaults, violations or defaults or such liens, charges or encumbrances, whichencumbrances which are Permitted Liens or would not, individually or in the aggregate, would not result in have a Material Adverse Effect; a “"Debt Repayment Triggering Event” " means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement Agreement, and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof did thereof, will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or similar other organizational documents of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except except, in the case of clause (i) as it applies to the Company’s subsidiaries, as would not, individually or in the aggregate, result in a Material Adverse Effect, and in the case of clauses (ii) and (iii), for any breaches, violations, defaults, liens, charges or encumbrances, whichas would not, individually or in the aggregate, would not result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenturethis Agreement, any supplement to the Indenture with respect to the Offered Securities and this Agreement and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof did will not and will not, as applicable, (i) result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, (iii) result in any violation of the charter or provisions of the charter, by-laws or similar organizational documents of the Company or any of its subsidiaries, subsidiaries or (iiiii) any statute, rule, regulation or order result in the violation of any governmental agency law or body statute or any courtjudgment, domestic order, rule or foreign, regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any subsidiaries, except, in the cases of their properties, clauses (i) or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except in the case of clauses (ii) and (iii)above, for any breachessuch conflict, violationsbreach, defaultslien, lienscharge, charges encumbrance, violation or encumbrances, whichdefault that would not, individually or in the aggregate, would not result in reasonably be expected to have a (a) material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (b) Material Adverse Effect; a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the IndentureTransaction Documents, any supplement to the Indenture with respect to the Offered Securities and this Agreement and the issuance and sale of the Offered Securities, the deposit of the Offered Shares with the Depositary against issuance of the ADRs evidencing the Offered Securities and compliance the consummation of the transactions contemplated by the Transaction Documents in connection with the terms and provisions thereof did offering will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except for, in the case of clauses (ii) and (iii), for any breaches, violations, defaults, liens, charges or encumbrances, whichsuch as would not, individually or in the aggregate, would not result in have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement Transaction Documents and the issuance and sale of the Offered Securities in the manner and compliance with pursuant to the terms as herein and provisions thereof did therein contemplated will not and will not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or or, except as disclosed in the General Disclosure Package, a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except in the case of clauses with respect to (ii) and (iii), ) above only for any such breaches, violations, defaults, violations or defaults or such liens, charges or encumbrances, whichencumbrances which are Permitted Liens or would not, individually or in the aggregate, would not result in have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.