Common use of Ability to Conduct the Business Clause in Contracts

Ability to Conduct the Business. Except as may be disclosed in Schedule 3.14 hereto, there is no agreement, arrangement or understanding, nor any judgment, order, writ, injunction or decree of any court or any governmental body or agency thereof that could prevent the use by the Company or any Subsidiary of their properties and assets or the conduct by them of their businesses as of the Closing Date. Schedule 3.14 sets forth a list of all permits, licenses, certificates, approvals and other authorizations required by the Company and its Subsidiaries in connection with the operation of their respective businesses as presently conducted, all such permits, licenses, certificates, approvals and other authorizations are in force and the Company or the relevant Subsidiary, as the case may be, has complied with all of the conditions and requirements imposed by the terms thereof. Neither the Company nor any Subsidiary has received any notice of, and neither the Company nor any Subsidiary has any knowledge of, any intention on the part of any appropriate authority to cancel, revoke or modify, or any inquiries, proceedings or investigations the purpose or possible outcome of which is the cancellation, revocation or modification of any such material permit, license, certificate, authorization or approval, except as set forth on Schedule 3.14. Except as set forth in Schedule 3.14, all such permits, licenses, certificates, authorizations and approvals shall remain in full force and effect, without the requirement of any filing or the giving of any notice, and without any modification thereof, upon the consummation of the transactions contemplated by this Agreement.

Ability to Conduct the Business. Except as may be disclosed in Schedule 3.14 hereto, there There is no agreement, arrangement or understanding, nor any judgment, order, writ, injunction or decree of any court or governmental or regulatory body, agency or authority, applicable to the Company or to which the Company is a party or by which it or any governmental body of its properties or agency thereof assets is bound, that could will prevent the use by the Company or any Subsidiary Surviving Corporation, after the Effective Date, of their the properties and assets owned by, the business conducted by or the conduct services rendered by them of their businesses the Company on the date hereof, in each case on substantially the same basis as of the Closing Datesame are used, owned, conducted or rendered on the date hereof. Schedule 3.14 sets forth a list of The Company is in compliance with all material governmental permits, licenses, certificatesexemptions, approvals consents, authorizations and other authorizations approvals, including without limitation, all material health, safety, environmental and food and drug permits used in or required by for the Company and its Subsidiaries in connection with the operation conduct of their respective businesses business as presently conducted, all such permits, licenses, certificates, approvals and other authorizations are in force and the Company or the relevant Subsidiary, as the case may be, has complied with all of the conditions and requirements imposed by the terms thereof. Neither the Company nor any Subsidiary has received any notice of, and neither the Company nor any Subsidiary has any knowledge of, any intention on the part of any appropriate authority to cancel, revoke or modify, or any inquiries, proceedings or investigations the purpose or possible outcome of which is the cancellation, revocation or modification of any such material permit, license, certificate, authorization or approval, except as set forth on Schedule 3.14. Except as set forth in Schedule 3.14, all such permits, licenses, certificates, authorizations and approvals shall remain continue in full force and effect, without the requirement (except as set forth in Schedule 3.15) of any filing or the giving of any notice, notice and without any modification thereof, upon following the consummation of the transactions contemplated by this Agreementhereby. The Company has not received any notice of, and to the best knowledge of the Company, there are no inquiries, proceedings or investigations relating to or which could result in the revocation or modification of any such permit, license, exemption, consent, authorization or approval, nor are the Company aware of any basis therefor. The Company is in all material respects in compliance with all such permits licenses, exemptions, consents, authorizations and approvals and all applicable laws. The Company is not party to any agreement which would prohibit it from manufacturing, selling or distributing any products or services.

Ability to Conduct the Business. Except as may be disclosed in Schedule 3.14 hereto, there There is no agreement, arrangement or understanding, nor any judgment, order, writ, injunction or decree of any court or governmental or regulatory body, agency or authority applicable to the Company or the Company’s Subsidiary or to which the Company or the Company’s Subsidiary is a party or by which either (or any governmental body of their respective properties or agency thereof assets) is bound, that could will prevent the use by the Company or any Subsidiary Surviving Corporation, after the Effective Time, of their the properties and assets owned by, the business conducted by or the conduct services rendered by them of their businesses the Company or the Company’s Subsidiary on the date hereof, in each case on substantially the same basis as of the Closing Datesame are used, owned, conducted or rendered on the date hereof. Schedule 3.14 sets forth a list of The Company and the Company’s Subsidiary have in force, and are in compliance with, in all material respects, all governmental permits, licenses, certificatesexemptions, consents, authorizations and approvals and other authorizations used in or required by for the Company and its Subsidiaries in connection with the operation conduct of their respective businesses business as presently conducted, all such permits, licenses, certificates, approvals and other authorizations are in force and the Company or the relevant Subsidiary, as the case may be, has complied with all of the conditions and requirements imposed by the terms thereof. Neither the Company nor any Subsidiary has received any notice of, and neither the Company nor any Subsidiary has any knowledge of, any intention on the part of any appropriate authority to cancel, revoke or modify, or any inquiries, proceedings or investigations the purpose or possible outcome of which is the cancellation, revocation or modification of any such material permit, license, certificate, authorization or approval, except as set forth on Schedule 3.14. Except as set forth in Schedule 3.14, all such permits, licenses, certificates, authorizations and approvals shall remain continue in full force and effect, without the requirement of any filing or the giving of any notice, notice and without any modification thereof, upon following the consummation of the transactions contemplated by this Agreementhereby. The Company and the Company’s Subsidiary have not received any notice of, and to the knowledge of the Company, the Company’s Subsidiary or any Principal Stockholder, there are no inquiries, proceedings or investigations relating to or which could result in the revocation or modification of any such permit, license, exemption, consent, authorization or approval.

Ability to Conduct the Business. Except as may be disclosed in Schedule 3.14 hereto, there (a) There is no agreement, arrangement or understanding, nor any judgment, order, writ, injunction or decree of any court or governmental or regulatory body, agency or authority applicable to the Company or any governmental body of its Subsidiaries or agency thereof to which the Company or any of its Subsidiaries is a party or by which it (or any of its properties or assets) is bound, that could will prevent the use by the Company or any Subsidiary Company, after the Closing Date, of their the properties and assets owned, leased or used by, the business conducted by or the conduct by them of their businesses as of the Closing Date. Schedule 3.14 sets forth a list of all permits, licenses, certificates, approvals and other authorizations required services rendered by the Company and its Subsidiaries on the date hereof, in connection each case on substantially the same basis as the same are used, owned, conducted or rendered on the date hereof. Each of the Company and its Subsidiaries has in force, and is in compliance in all material respects with all governmental permits, licenses, exemptions, consents, authorizations and approvals used in or required for the operation conduct of their respective businesses its business as presently conducted, all such permits, licenses, certificates, approvals and other authorizations are in force and the Company or the relevant Subsidiary, as the case may be, has complied with all of the conditions and requirements imposed by the terms thereof. Neither the Company nor any Subsidiary has received any notice of, and neither the Company nor any Subsidiary has any knowledge of, any intention on the part of any appropriate authority to cancel, revoke or modify, or any inquiries, proceedings or investigations the purpose or possible outcome of which is the cancellation, revocation or modification of any such material permit, license, certificate, authorization or approvalwhich, except as set forth on Schedule 3.14. Except as set forth in Schedule 3.143.15 or as the failure to so remain in force would not have a Company Material Adverse Effect, all such permits, licenses, certificates, authorizations and approvals shall remain continue in full force and effect, without the requirement of any filing or the giving of any notice, notice and without any modification thereof, upon following the consummation of the transactions contemplated by this Agreementunder the Transaction Agreements. Neither the Company nor any of its Subsidiaries has received any written notice of, and to the knowledge of the Company, there are no inquiries, proceedings or investigations relating to or which could result in, the revocation or modification of any such permit, license, exemption, consent, authorization or approval.

Ability to Conduct the Business. Except as may be disclosed in Schedule 3.14 hereto, there (a) There is no agreement, arrangement or understanding, nor any judgment, order, writ, injunction or decree of any court or governmental or regulatory body, agency or authority applicable to the Company or to which the Company, Parent or the Seller is a party or by which any governmental body of them (or agency thereof any of the Company's properties or assets) is bound, that could will prevent the use by the Company or any Subsidiary Company, after the Closing Date, of their the properties and assets owned, leased or used by, the business conducted by or the conduct services rendered by them of their businesses the Company on the date hereof, in each case on substantially the same basis as of the Closing Datesame are used, owned, conducted or rendered on the date hereof, with no representation being made concerning the PRC Approvals or PRC Law. Schedule 3.14 sets forth a list of The Company has in force and is in compliance in all material respects with all governmental permits, licenses, certificatesexemptions, consents, authorizations and approvals and other authorizations used in or required by for the Company and conduct of its Subsidiaries in connection with the operation of their respective businesses business as presently conducted, all such permitsand except that no representation is being made concerning the PRC Approvals or PRC Law, licenses, certificates, approvals and other authorizations are in force and the Company or the relevant Subsidiary, as the case may be, has complied with all of the conditions and requirements imposed by the terms thereof. Neither the Company nor any Subsidiary has received any notice of, and neither the Company nor any Subsidiary has any knowledge of, any intention on the part of any appropriate authority to cancel, revoke or modify, or any inquiries, proceedings or investigations the purpose or possible outcome of which is the cancellation, revocation or modification of any such material permit, license, certificate, authorization or approval, except as set forth on Schedule 3.14. Except as set forth in Schedule 3.14, all such permits, licenses, certificates, authorizations and approvals shall remain continue in full force and effect, without the requirement of any filing or the giving of any notice, notice and without any modification thereof, upon following the consummation of the transactions contemplated by this Agreementhereby, except where failure would not have a Material Adverse Effect. The Company has not received any written notice of, and, to the knowledge of the Company, there are no inquiries, proceedings or investigations relating to or which could result in, the revocation or modification of any such permit, license, exemption, consent, authorization or approval.