Common use of Ability to Conduct the Business Clause in Contracts

Ability to Conduct the Business. (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 of its Subsidiaries or 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 will prevent the use by the Company, after the Closing Date, of the properties and assets owned, leased or used by, the business conducted by or the services rendered by the Company and its Subsidiaries on the date hereof, in 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 conduct of its business as presently conducted, all of which, except as set forth in Schedule 3.15 or as the failure to so remain in force would not have a Company Material Adverse Effect, shall continue in full force and effect, without requirement of any filing or the giving of any notice and without modification thereof, following the consummation of the transactions contemplated under 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. (b) There is no agreement (noncompete or otherwise), commitment, judgment, injunction, order or decree to which the Company or any of its Subsidiaries is a party or otherwise binding upon the Company or any of its Subsidiaries (other than decrees, governmental orders, laws, rules and regulations of general applicability to which the Company or any of its Subsidiaries are subject) which has the effect of prohibiting or impairing any line of business or business practice, including, without limitation, the licensing of any product of the Company or any of its Subsidiaries, any acquisition of property (tangible or intangible) by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to and is not currently bound by any agreement under which the Company or such Subsidiary is restricted from selling, licensing or otherwise distributing any of its technology or products to or providing services to customers or potential customers or any class of customers, in any geographic area, during any period of time or in any segment of the market which has or would reasonably be expected to have a Company Material Adverse Effect.

Ability to Conduct the Business. (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 of its Subsidiaries or to which the Company Company, Parent or any of its Subsidiaries the Seller is a party or by which it any of them (or any of its the Company's properties or assets) is bound, that will prevent the use by the Company, after the Closing Date, of the properties and assets owned, leased or used by, the business conducted by or the services rendered by the Company and its Subsidiaries on the date hereof, in each case on substantially the same basis as the same are used, owned, conducted or rendered on the date hereof, with no representation being made concerning the PRC Approvals or PRC Law. Each of the The Company and its Subsidiaries has in force, 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 conduct of its business as presently conducted, and except that no representation is being made concerning the PRC Approvals or PRC Law, all of which, except as set forth in Schedule 3.15 or as the failure to so remain in force would not have a Company Material Adverse Effect, which shall continue in full force and effect, without requirement of any filing or the giving of any notice and without modification thereof, following the consummation of the transactions contemplated under the Transaction Agreementshereby, except where failure would not have a Material Adverse Effect. Neither the The Company nor any of its Subsidiaries has not received any written notice of, and 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. (b) There is no agreement (noncompete non-compete or otherwise), commitment, judgment, injunction, order or decree to which the Company Company, Parent or any of its Subsidiaries the Seller is a party or otherwise binding upon the Company or any of its Subsidiaries (other than decrees, governmental orders, laws, rules and regulations of general applicability to which the Company or any of its Subsidiaries are subject) which has the effect of prohibiting or impairing any line of business or business practicepractice of the Company, including, without limitation, the licensing of any product of the Company or any of its SubsidiariesCompany, any acquisition of property (tangible or intangible) by the Company or any of its Subsidiaries or the conduct of business by the Company (with no representation being made concerning the PRC Approvals or any of its SubsidiariesPRC Law). Neither the The Company nor any of its Subsidiaries is not a party to and is not currently bound by any agreement under which the Company or such Subsidiary is restricted from selling, licensing or otherwise distributing any of its technology or products to or providing services to customers or potential customers or any class of customers, in any geographic area, during any period of time or in any segment of the market which has or would reasonably be expected to have a Company Material Adverse Effect.

Ability to Conduct the Business. (a) There Except as set forth on Schedule 4.18, there is no agreement, arrangement 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 of its Subsidiaries or understanding to which the Company or any of its Subsidiaries is a party or by which it (party, nor any Order of any Governmental Entity directed at the Company or any of its properties Subsidiaries or assets) in which the Company or any of its Subsidiaries is boundnamed nor, to the knowledge of the Company, any other Order that will could in any such case materially prevent the use by the Company, after the Closing Date, Company or any of the its Subsidiaries of its or its Subsidiaries’ assets and properties and assets owned, leased or used by, the business conducted by or the services rendered conduct by the Company and or its Subsidiaries on the date hereof, in each case on substantially the same basis of its or its Subsidiaries business as the same are used, owned, conducted or rendered on of the date hereof. Each of the Company and its Subsidiaries has in force, and is in compliance has complied in all material respects with with, all governmental of the conditions and requirements imposed by, all material permits, licenses, exemptions, consents, authorizations authorizations, and approvals used in or required for the conduct of its business as presently conducted, all of which, except as set forth in Schedule 3.15 or as the failure to so remain in force would not have a Company Material Adverse Effect, shall continue in full force and effect, without requirement of any filing or the giving of any notice and without modification thereof, following the consummation of the transactions contemplated under the Transaction Agreements. Neither the Company nor any of its Subsidiaries Subsidiary has received any written notice of, and to the knowledge of the Company, there are is no intention on the part of any Governmental Entity to cancel, revoke, or modify, or any inquiries, proceedings proceedings, or investigations relating to the purpose or possible outcome of which could result inis the cancellation, the revocation revocation, or modification of of, any such permit, license, exemption, consent, authorization authorization, or approval. (b) There is no agreement (noncompete or otherwise). Such permits, commitmentlicenses, judgmentexemptions, injunctionconsents, order or decree to which authorizations, and approvals will not be adversely affected by the Company or any of its Subsidiaries is a party or otherwise binding upon the Company or any of its Subsidiaries (other than decrees, governmental orders, laws, rules and regulations of general applicability to which the Company or any of its Subsidiaries are subject) which has the effect of prohibiting or impairing any line of business or business practice, including, without limitation, the licensing of any product consummation of the Company or any of its Subsidiaries, any acquisition of property (tangible or intangible) by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to and is not currently bound by any agreement under which the Company or such Subsidiary is restricted from selling, licensing or otherwise distributing any of its technology or products to or providing services to customers or potential customers or any class of customers, in any geographic area, during any period of time or in any segment of the market which has or would reasonably be expected to have a Company Material Adverse Effecttransactions contemplated hereby.

Ability to Conduct the Business. (a) There Except as set forth on Schedule 4.18, there is no agreement, arrangement 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 of its Subsidiaries or understanding to which the Company or any of its Subsidiaries is a party or by which it (party, nor any Order of any Governmental Entity directed at the Company or any of its properties Subsidiaries or assets) in which the Company or any of its Subsidiaries is boundnamed nor, to the knowledge of the Company, any other Order that will reasonably could be expected to in any such case prevent the use by the Company, after the Closing Date, Company or any of the its Subsidiaries of its or its Subsidiaries' assets and properties and assets owned, leased or used by, the business conducted by or the services rendered conduct by the Company and or its Subsidiaries on the date hereof, in each case on substantially the same basis of its or its Subsidiaries business as the same are used, owned, conducted or rendered on of the date hereof. Each of the Company and its Subsidiaries has in force, and is in compliance has complied in all material respects with with, all governmental of the conditions and requirements imposed by, all material permits, licenses, exemptions, consents, authorizations authorizations, and approvals used in or required for the conduct of its business as presently conducted, all of which, except as set forth in Schedule 3.15 or as the failure to so remain in force would not have a Company Material Adverse Effect, shall continue in full force and effect, without requirement of any filing or the giving of any notice and without modification thereof, following the consummation of the transactions contemplated under the Transaction Agreements. Neither the Company nor any of its Subsidiaries Subsidiary has received any written notice of, and to the knowledge of the Company, there are is no intention on the part of any Governmental Entity to cancel, revoke, or modify, or any inquiries, proceedings proceedings, or investigations relating to the purpose or possible outcome of which could result inis the cancellation, the revocation revocation, or modification of of, any such permit, license, exemption, consent, authorization authorization, or approval. (b) There is no agreement (noncompete or otherwise). Such permits, commitmentlicenses, judgmentexemptions, injunctionconsents, order or decree to which authorizations, and approvals will not be adversely affected by the Company or any of its Subsidiaries is a party or otherwise binding upon the Company or any of its Subsidiaries (other than decrees, governmental orders, laws, rules and regulations of general applicability to which the Company or any of its Subsidiaries are subject) which has the effect of prohibiting or impairing any line of business or business practice, including, without limitation, the licensing of any product consummation of the Company or any of its Subsidiaries, any acquisition of property (tangible or intangible) by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to and is not currently bound by any agreement under which the Company or such Subsidiary is restricted from selling, licensing or otherwise distributing any of its technology or products to or providing services to customers or potential customers or any class of customers, in any geographic area, during any period of time or in any segment of the market which has or would reasonably be expected to have a Company Material Adverse Effecttransactions contemplated hereby.