Common use of Compliance with Law and Other Instruments Clause in Contracts

Compliance with Law and Other Instruments. To the Company's knowledge, the Company has complied in all material respects with, and are not in material violation of, any and all statutes, laws, regulations, decrees and orders of the United States and of all states, municipalities and agencies applicable to the Company or the conduct of its businesses. Upon consummation of this Agreement, the Company will not be in default in any material respect in the performance of any obligation, agreement or condition contained in any bond, debenture, promissory note, indenture, loan agreement or other material contract to which it is a party or by which its properties are bound. Neither the issuance of the Notes, or the execution and delivery of this Agreement and the Transaction Documents nor the consummation of the transactions contemplated herein or therein, will (i) conflict with, constitute a breach of, constitute a default under, or an event which, with notice or lapse of time or both, would be a breach of or default under, the respective certificates of incorporation or bylaws of the Company, (ii) conflict with or constitute a breach of, constitute a default under, or an event which, with notice or lapse of time or both would be a breach of or default under, any agreement, indenture, mortgage, deed of trust or other instrument or undertaking to which the Company is a party or by which any of its properties are bound which would have a material adverse effect on the Company's business, (iii) constitute a violation of any law, regulation, judgment, order or decree applicable to the Company, (iv) result in the creation or imposition of any lien or material charge or encumbrance upon any property of the Company, or (v) permit any party to terminate any agreement to which the Company is a party or beneficiary thereto which would have a material adverse effect on the Company's business.

Compliance with Law and Other Instruments. To the Company's knowledge, the Company has and its subsidiaries have complied in all material respects with, and are not in material violation of, any and all statutes, laws, regulations, decrees and orders of the United States and of all states, municipalities and agencies applicable to the Company Company, its subsidiaries or the conduct of its their respective businesses. Upon Except as disclosed in the SEC Reports, upon consummation of this Agreement, neither the Company nor any of its subsidiaries will not be in default in any material respect in the performance of any obligation, agreement or condition contained in any bond, debenture, promissory note, indenture, loan agreement or other material contract to which it is a party or by which its properties are bound. Neither the issuance of the Notes, or the execution and delivery of this Agreement and the Transaction Documents nor the consummation of the transactions contemplated herein or therein, will (i) conflict with, constitute a breach of, constitute a default under, or an event which, with notice or lapse of time or both, would be a breach of or default under, the respective certificates of incorporation or bylaws of the CompanyCompany or any of its subsidiaries, (ii) conflict with or constitute a breach of, constitute a default under, or an event which, with notice or lapse of time or both would be a breach of or default under, any agreement, indenture, mortgage, deed of trust or other instrument or undertaking to which the Company or any of its subsidiaries is a party or by which any of its properties are bound which would have a material adverse effect on the Company's business, (iii) constitute a violation of any law, regulation, judgment, order or decree applicable to the CompanyCompany or any of its subsidiaries, (iv) result in the creation or imposition of any lien or material charge or encumbrance upon any property of the CompanyCompany or any of its subsidiaries, other than under the Security Agreement, or (v) permit any party to terminate any agreement to which the Company or any of its subsidiaries is a party or beneficiary thereto which would have a material adverse effect on the Company's business.

Compliance with Law and Other Instruments. To the Company's its knowledge, the Company has complied in all material respects with, and are is not in material violation of, any and all statutes, laws, regulations, decrees and orders of the United States States, any foreign country, any state, municipality and of all states, municipalities and agencies agency applicable to the Company or the conduct of its businessesrespective business. Upon consummation of this Agreement, the Company will not be in default in any material respect in the performance of any obligation, agreement or condition contained in any bond, debenture, promissory note, indenture, loan agreement or other material contract to which it is a party or by which its properties are bound. Neither the issuance of the NotesCommon Stock and Warrants comprising the Units nor the issuance of the Warrant Shares , or the execution and delivery of this Agreement and the Transaction Documents nor or the consummation of the transactions contemplated herein or therein, will (i) conflict with, constitute a breach of, constitute a default under, or an event which, with notice or lapse of time or both, would be a breach of or default under, the respective certificates certificate of incorporation or bylaws of the Company, ; (ii) conflict with or constitute a breach of, constitute a default under, or an event which, with notice or lapse of time or both would be a breach of or default under, any agreement, indenture, mortgage, deed of trust or other instrument or undertaking to which the Company is a party or by which any of its properties are bound which would have a material adverse effect on the Company's ’s business, (iii) constitute a violation of any law, regulation, judgment, order or decree applicable to the Company, ; (iv) result in the creation or imposition of any lien or material charge or encumbrance upon any property of the Company, ; or (v) permit any party to terminate any agreement to which the Company is a party or beneficiary thereto which would have a material adverse effect on the Company's ’s business.

Compliance with Law and Other Instruments. To the Company's its knowledge, the Company has complied in all material respects with, and are is not in material violation of, any and all statutes, laws, regulations, decrees and orders of the United States States, any foreign country, any state, municipality and of all states, municipalities and agencies agency applicable to the Company or the conduct of its businessesrespective business. Upon consummation of this Agreement, the Company will not be in default in any material respect in the performance of any obligation, agreement or condition contained in any bond, debenture, promissory note, indenture, loan agreement or other material contract to which it is a party or by which its properties are bound. Neither the issuance of the NotesShares, or when issued nor the execution and delivery of this Agreement and the Transaction Documents nor or the consummation of the transactions contemplated herein or therein, will (i) conflict with, constitute a breach of, constitute a default under, or an event which, with notice or lapse of time or both, would be a breach of or default under, the respective certificates certificate of incorporation or bylaws of the Company, ; (ii) conflict with or constitute a breach of, constitute a default under, or an event which, with notice or lapse of time or both would be a breach of or default under, any agreement, indenture, mortgage, deed of trust or other instrument or undertaking to which the Company is a party or by which any of its properties are bound which would have a material adverse effect on the Company's ’s business, ; (iii) constitute a violation of any law, regulation, judgment, order or decree applicable to the Company, ; (iv) result in the creation or imposition of any lien or material charge or encumbrance encumbra nce upon any property of the Company, ; or (v) permit any party to terminate any agreement to which the Company is a party or beneficiary thereto which would have a material adverse effect on the Company's ’s business.

Compliance with Law and Other Instruments. To the Company's knowledge, the (i) Each Group Company has complied is in compliance with all material respects with, and are not in material violation of, any and all applicable statutes, laws, regulations, decrees regulations and executive orders of the PRC, the United States and of all states, municipalities foreign countries or other governmental bodies and agencies applicable having jurisdiction over any Group Company’s business or properties where a violation thereof would have a material and adverse impact on such Group Company’s business. No Group Company has received any notice of any violation of any such statute, law, regulation or order which has not been remedied prior to the date hereof. The execution, delivery, and performance of and compliance with the Transaction Agreements, and the issuance and sale of the Series A Shares pursuant hereto and of the Conversion Shares pursuant to the Restated Articles, will not, with or without the passage of time or giving of notice, result in any such violation, or be in conflict with or constitute a default under any such term, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of a Group Company or the conduct suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to such Group Company, its business or operations or any of its businessesassets or properties, or result in any violation of any such statute, law, regulation or order. Upon consummation No Group Company is in violation or default of this Agreementany term of its constitutional documents, the Company will not be in default or in any material respect in the performance of any obligation, agreement or condition contained in provision of any bond, debenture, promissory notemortgage, indenture, loan agreement agreement, instrument or other material contract to which it is a party or by which its properties are bound. Neither the issuance of the Notes, it is bound or the execution and delivery of this Agreement and the Transaction Documents nor the consummation of the transactions contemplated herein or therein, will (i) conflict with, constitute a breach of, constitute a default under, or an event which, with notice or lapse of time or both, would be a breach of or default under, the respective certificates of incorporation or bylaws of the Company, (ii) conflict with or constitute a breach of, constitute a default under, or an event which, with notice or lapse of time or both would be a breach of or default under, any agreement, indenture, mortgage, deed of trust or other instrument or undertaking to which the Company is a party or by which any of its properties are bound which would have a material adverse effect on the Company's business, (iii) constitute a violation of any lawjudgment, regulation, judgmentdecree, order or decree applicable to writ. No Group Company has performed any act or omitted any act, the Company, (iv) occurrence or omission of which would result in the creation or imposition such Group Company’s loss of any lien material right granted under any license, distribution agreement or material charge or encumbrance upon any property other agreement required to be disclosed in the Schedule of the Company, or (v) permit any party to terminate any agreement to which the Company is a party or beneficiary thereto which would have a material adverse effect on the Company's businessExceptions.

Compliance with Law and Other Instruments. To the Company's knowledge, the Company has and its subsidiaries have complied in all material respects with, and are not in material violation of, any and all statutes, laws, regulations, decrees and orders of the United States and of all states, municipalities and agencies applicable to the Company Company, its subsidiaries or the conduct of its their respective businesses. Upon consummation of this Agreement, neither the Company nor any of its subsidiaries will not be in default in any material respect in the performance of any obligation, agreement or condition contained in any bond, debenture, promissory note, indenture, loan agreement or other material contract to which it is a party or by which its properties are bound. Neither the issuance of the Notes, or the execution and delivery of this Agreement and the Transaction Documents nor the consummation of the transactions contemplated herein or therein, will (i) conflict with, constitute a breach of, constitute a default under, or an event which, with notice or lapse of time or both, would be a breach of or default under, the respective certificates of incorporation or bylaws of the CompanyCompany or any of its subsidiaries, (ii) conflict with or constitute a breach of, constitute a default under, or an event which, with notice or lapse of time or both would be a breach of or default under, any agreement, indenture, mortgage, deed of trust or other instrument or undertaking to which the Company or any of its subsidiaries is a party or by which any of its properties are bound which would have a material adverse effect on the Company's business, (iii) constitute a violation of any law, regulation, judgment, order or decree applicable to the CompanyCompany or any of its subsidiaries, (iv) result in the creation or imposition of any lien or material charge or encumbrance upon any property of the CompanyCompany or any of its subsidiaries, other than under the Security Agreement, or (v) permit any party to terminate any agreement to which the Company or any of its subsidiaries is a party or beneficiary thereto which would have a material adverse effect on the Company's business.