Common use of Structure Agreements Clause in Contracts

Structure Agreements. (1) Each Group Company that is a party to a Structure Agreement (a) has full power, authority and legal right to enter into, execute, adopt, assume, issue, deliver and perform its obligations under such Structure Agreement, and (b) has taken all necessary corporate and other actions and fulfilled and done all conditions and things required under applicable PRC laws (including the obtaining and possessing of all relevant approvals, if necessary) for the entering into, execution, adoption, assumption, issue, delivery and performance of its obligations under such Structure Agreement. (2) Each of the Structure Agreement is in proper legal form under PRC law for the enforcement thereof against each of the parties thereto in the PRC without further action by any of them, subject as to enforcement to bankruptcy, insolvency, reorganization and other PRC laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles. (3) The execution, delivery and performance of each of the Structure Agreements by the parties thereto, and the consummation of the transactions contemplated thereunder, will not (i) result in any violation of or penalty of the existing business license, articles of association, other constituent documents or approvals of any of the Group Companies; (ii) result in any violation of or penalty under any currently applicable PRC law; or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any other existing contract, license, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which any of the parties thereto is a party or by which any of the parties thereto or to which any of property or assets of any of the parties thereto is subject, except for such violation, breach or default under clauses (ii) and (iii) which would not, individually or in the aggregate, have a Material Adverse Effect.