Common use of Company Permits; Compliance with Laws Clause in Contracts

Company Permits; Compliance with Laws. (a) Each of the Company and its Subsidiaries holds all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders issued by appropriate Governmental Entities necessary for each of them to own, lease, operate and use its properties and assets or to carry on their respective businesses as they are now being conducted (the “Company Permits”). All the Company Permits are in full force and effect and the Company and its Subsidiaries are in compliance with the terms of the Company Permits, except, in each case, where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the Company’s knowledge, threatened. No Company Permit will cease to be effective as a result of the transactions contemplated hereby. (b) Each of the Company and its Subsidiaries is not in default under or in violation of any Law applicable to the Company, its Subsidiaries or their respective business, or by which any property or asset or right of the Company or its Subsidiaries is bound or affected, except for defaults or violations which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s knowledge, neither the Company nor any of its Subsidiaries has received any notice or communication of any material non-compliance with any applicable Laws that has not been cured. (c) None of the Company, any of its Subsidiaries or any of their respective directors or officers, or to the knowledge of the Company, any agent, employee or other Person acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its Subsidiaries (A) made or gave any bribe, rebate, payoff, influence payment, kickback or other payment to any officer, director, employee or official of or any other person acting in an official capacity for any Governmental Entity in violation of any Anti-Corruption Law, or (B) made an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity (including without limitation any Governmental Entity) in the course of their business dealings with the Company or any of its Subsidiaries, in order to induce such Person to act against the interest of his or her employer or principal in violation of any Anti-Corruption Law.

Company Permits; Compliance with Laws. (a) Each Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) the business of each of the Company and its Subsidiaries holds is conducted in compliance with all material Laws applicable to the Company or such Subsidiary or by which any property, asset or right of the Company or such Subsidiary is bound (including the Foreign Corrupt Practices Act of 1977, as amended, the PRC Law on Anti-Unfair Competition issued on September 2, 1993, if applicable, and the Interim Rules on Prevention of Commercial Bribery issued by the PRC State Administration of Industry and Commerce on November 15, 1996, if applicable), (ii) the Company is in compliance with the applicable listing, corporate governance and other rules and regulations of NASDAQ, (iii) each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, certificates and approvals and orders issued by appropriate of all Governmental Entities necessary for each of them to own, lease, operate and use its properties and assets or to carry on their respective businesses business as they are it is now being conducted (the “"Company Permits”"). All the Company Permits are in full force and effect and , (iv) each of the Company and its Subsidiaries are is in compliance with the terms of the such Company Permits, except, in each case, where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the Company’s knowledge, threatened. No and (v) no such Company Permit will cease to be effective as a result of the transactions contemplated hereby. (b) Each of the Company and its Subsidiaries is not in default under or in violation of any Law applicable to the Company, its Subsidiaries or their respective business, or by which any property or asset or right of the Company or its Subsidiaries is bound or affected, except for defaults or violations which Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To , none of the Company’s knowledge, neither the Company nor any of its Subsidiaries or, to the Company's Knowledge, any of their respective directors, officers or employees or any agent, or any other person acting for or on behalf of the Company or any of its Subsidiaries (each, a "Company Affiliate") has received (i) made any notice bribe, influence payment, kickback, payoff, or communication any other type of any material non-compliance with payment that would be unlawful under any applicable Laws that or (ii) offered, paid, promised to pay, or authorized any payment or transfer of anything of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Entity (including any political party or official thereof), or to any candidate for political office (each, a "Government Official") for the purpose of (1) improperly influencing any act or decision of such Government Official in his official capacity, (2) improperly inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) securing any improper advantage, or (4) inducing such Government Official to improperly influence or affect any act or decision of any Governmental Entity, in each case, in order to assist the Company, any of its Subsidiaries or any Company Affiliate in obtaining or retaining business for or with, or in directing business to, any Person. No material investigation or review by any Governmental Entity with respect to the Company or its Subsidiaries is pending or threatened in writing, nor has not been curedany Governmental Entity indicated in writing an intention to conduct the same. (c) None of the Company, any of its Subsidiaries or or, to the Company's Knowledge, any of their respective directors or directors, officers, employees, agents, or to the knowledge of the Company, any agent, employee or other Person acting for or on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its Subsidiaries (A) made or gave any bribe, rebate, payoff, influence payment, kickback or other payment is currently subject to any officer, director, employee or official U.S. sanctions administered by the Office of or any other person acting in an official capacity for any Governmental Entity in violation Foreign Assets Control of any Anti-Corruption Law, or (B) made an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity (including without limitation any Governmental Entity) in the course of their business dealings with the Company or any of its Subsidiaries, in order to induce such Person to act against the interest of his or her employer or principal in violation of any Anti-Corruption LawU.S. Treasury Department.

Company Permits; Compliance with Laws. (a) Each Except as would not constitute a Company Material Adverse Effect, (i) each of the Company and its Subsidiaries holds all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders issued by appropriate of all Governmental Entities necessary for each of them to own, lease, operate and use its properties and assets or to carry on their respective businesses as they are now being conducted (the “Company Permits”). All , (ii) all the Company Permits are in full force and effect effects and the Company and its Subsidiaries are in compliance with the terms of the Company Permits, except, Permits in each case, where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No all material respects and (iii) no suspension or cancellation of any of the Company Permits is pending or, to the Company’s knowledge, threatened. No To the Company’s knowledge, no Company Permit will cease to be effective as a result of the transactions contemplated herebyTransactions. (b) Each of the Company and its Subsidiaries is in compliance with and is not in default under or in violation of any Law applicable to the Company, such Subsidiary or its Subsidiaries or their respective business, or by which any property or asset or right of the Company or its Subsidiaries such Subsidiary is bound or affected, except for defaults any non-compliance, default or violations which violation that would not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect. To the Company’s knowledge, neither the Company nor any of its Subsidiaries has received any notice or communication of any material non-compliance with any applicable Laws that has not been cured. (c) None of Neither the Company, Company nor any of its Subsidiaries or is in violation of, in any of their respective directors or officers, or to the knowledge of the Companymaterial respect, any agent, employee or other Person acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its Subsidiaries (A) made or gave any bribe, rebate, payoff, influence payment, kickback or other payment applicable anti-bribery and anti-corruption Laws that apply to any officer, director, employee or official of or any other person acting in an official capacity for any Governmental Entity in violation of any Anti-Corruption Law, or (B) made an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity (including without limitation any Governmental Entity) in the course of their business dealings with the Company or any of its Subsidiaries, in order to induce such Person to act against including (i) the interest Foreign Corrupt Practices Act of his or her employer or principal in violation of any 1977, as amended, and the rules and regulations thereunder and (ii) the PRC Law on Anti-Corruption LawUnfair Competition adopted on September 2, 1993, if applicable, and the Interim Rules on Prevention of Commercial Bribery issued by SAIC on November 15, 1996, if applicable. (d) Neither the Company nor any Company Affiliate is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

Company Permits; Compliance with Laws. (a) Each Schedule 3.5(a) accurately lists each material Permit issued to the Company by a Governmental Entity which is required for the operation or conduct of the Company and its Subsidiaries holds all material franchisesCompany's business (including, grantsbut not limited to the Facility), authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders issued by appropriate Governmental Entities necessary for each the holding of them to own, lease, operate and use any interest in its properties and assets by the Company or the holding of any interest in the Company by the Seller (herein collectively referred to carry on their respective businesses as they are now being conducted (the “"Company Permits”"). All the The Company Permits were duly and validly obtained and issued and are in full force and effect effect, are not subject to appeal or any other administrative or judicial review and constitute all Permits required for the Company to operate or conduct its business or hold interest in its properties and its Subsidiaries are in compliance assets. No event has occurred and no fact exists with respect to the terms Company Permits that allows, or after notice or lapse of time or both would allow, modification, revocation or termination of any of the Company Permits, exceptor would result in any other impairment of the rights of the holder of any of the Company Permits; subject in all cases to required renewals and reissuances of Permits in accordance with their terms. (b) Except as set forth in Schedule 3.5(b), the Company (i) has been at all relevant times in each casethe past in compliance with all applicable Laws and Company Permits, where the failure to so comply would except for any non-compliance that could not reasonably be expected to have, individually or in the aggregate, have a Company Seller Material Adverse Effect, and (ii) is currently in material compliance with all applicable Laws and Company Permits. (c) Except as set forth in Schedule 3.5(c), as of the date of this Agreement, to the Company's and Seller's Knowledge, the Company, the Seller and the Facility have not (i) received from any Governmental Entity or other Person any written notice of a violation, alleged violation, non-compliance, liability or potential liability, or investigation or inquiry with respect to the foregoing or (ii) entered into any material order or settlement with any Governmental Entity or Person. No suspension judicial proceeding or cancellation of any of the Company Permits governmental or administrative action is pending or, to the Company’s knowledge, threatened. No Company Permit will cease to be effective as a result of the transactions contemplated hereby. (b) Each knowledge of the Company and its Subsidiaries is not in default Seller, threatened, under any applicable Law with respect to any property owned, operated, occupied or in violation of leased at any Law applicable to time by the Seller or the Company, its Subsidiaries or their respective business, or by which any property or asset or right of the Company or its Subsidiaries is bound or affected, except for defaults or violations which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s knowledge, neither the Company nor any of its Subsidiaries has received any notice or communication of any material non-compliance with any applicable Laws that has not been cured. (cd) None This Section 3.5 does not relate to litigation matters which are instead the subject of the Company, any of its Subsidiaries or any of their respective directors or officersSection 3.8 hereof, or to property matters which are instead the knowledge subject of the Company, any agent, employee or other Person acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its Subsidiaries (A) made or gave any bribe, rebate, payoff, influence payment, kickback or other payment to any officer, director, employee or official of or any other person acting in an official capacity for any Governmental Entity in violation of any Anti-Corruption Law, or (B) made an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity (including without limitation any Governmental Entity) in the course of their business dealings with the Company or any of its Subsidiaries, in order to induce such Person to act against the interest of his or her employer or principal in violation of any Anti-Corruption LawSection 3.9 hereof.

Company Permits; Compliance with Laws. (a) Each The Company has obtained each material federal, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Body (i) pursuant to which the Company currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Company and its Subsidiaries holds Business or the holding of any such interest (all material franchises, grants, authorizationsof the foregoing consents, licenses, permits, easementsgrants and other authorizations, variancescollectively, exceptions, consents, certificates, approvals and orders issued by appropriate Governmental Entities necessary for each of them to own, lease, operate and use its properties and assets or to carry on their respective businesses as they are now being conducted (the “Company Permits”). All , and all of the Company Permits are in full force and effect effect. The Company is, and at all times has been, in compliance in all material respects with all Applicable Law and all Company Permits. None of the Company Permits will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions. (b) The Company has complied with all Public Health Recommendations in all material respects in the states in which Company Service Providers are located. Schedule 2.12(b) to the Disclosure Letter lists all material measures that the Company has taken since January 1, 2020 with respect to COVID-19, whether required by Public Health Recommendation or otherwise. (c) The Company has not received any written notice or other written communication from any Governmental Body regarding (i) any actual or possible violation of any Company Permit or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Permit, and to the Knowledge of the Company, no such notice or other communication is forthcoming. To the Knowledge of the Company, the Company has not been subject to any investigation or review by any Governmental Body. (d) There are no, and since the inception of the Company there have been no, material Claims pending or threatened in writing against the Company or, to the Knowledge of the Company, its Affiliates or any Company Service Provider in his, her or its capacity as such before any Governmental Body. No portion of the Company’s business is currently operating under or subject to any Order. No petition under the federal bankruptcy or other similar Applicable Law or any state or foreign insolvency or other similar Applicable Law has been filed by or against the Company. (e) The Company is, and at all times has been, in compliance in all material respects with Applicable Law of the United States and other jurisdictions in which the Company operates or to which it is subject with respect to import and export control and economic sanctions, including the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, and the economic sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Without limiting the foregoing: (i) the Company has obtained all export and import licenses, and other approvals and authorizations with any Governmental Body required for (A) its Subsidiaries are export, import and re-export of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”), (ii) the Company is in compliance with the terms of the Company Permitsall applicable Export Approvals, except, in each case, where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is (iii) there are no pending or, to the Company’s knowledge, threatened. No Company Permit will cease to be effective as a result Knowledge of the transactions contemplated hereby. (b) Each of Company, threatened Claims against the Company and its Subsidiaries is not in default under with respect to such Export Approvals, (iv) there are no actions, conditions or in violation of any Law applicable circumstances pertaining to the Company, its Subsidiaries or their respective business, or by which any property or asset or right of the Company or its Subsidiaries is bound or affected, except for defaults or violations which ’s export transactions that would not reasonably be expected to havegive rise to any future Claims and (v) no Export Approvals for the transfer of export licenses to Parent or the Surviving Corporation are required, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s knowledge, neither except for such Export Approvals that can be obtained expeditiously and without material cost. (f) Neither the Company nor any of its Subsidiaries has received any notice directors, employees, agents or communication of any material non-compliance with any applicable Laws that has not been cured. representatives (cin each case, acting in their capacities as such) None has, since the inception of the Company, any of directly or indirectly through its Subsidiaries representatives or any Person authorized to act on its behalf (including any distributor, agent, sales intermediary or other third party), (i) violated any Anti-Bribery Law or (ii) offered, given, promised to give or authorized the giving of their respective directors money or officersanything of value, to any Government Official or to the knowledge of the Company, any agent, employee or other Person acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its Subsidiaries Person: (A) made for the purpose of (I) corruptly or gave improperly influencing any bribeact or decision of any Government Official in their official capacity, rebate, payoff, influence payment, kickback (II) inducing any Government Official to do or other payment omit to do any officer, director, employee or official of or any other person acting in an official capacity for any Governmental Entity act in violation of their lawful duties, (III) securing any Anti-Corruption Lawimproper advantage or (IV) inducing any Government Official to use his or her respective influence with a Governmental Body to affect any act or decision of such Governmental Body in order to, in each case of clauses (I) through (IV), assist the Company in obtaining or retaining business for or with, or directing business to, any Person or (B) made an offer to pay, in a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity (including without limitation any Governmental Entity) in the course of their business dealings with the Company or any of its Subsidiaries, in order to induce such Person to act against the interest of his or her employer or principal in violation of any manner that would violate Anti-Corruption LawBribery Laws.