Common use of Compliance with Law; Permits Clause in Contracts

Compliance with Law; Permits. (a) Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Group Companies are, and since January 1, 2013 (or the date of its formation, if later) has been in compliance with all Laws and Governmental Orders applicable to them. The Group Companies hold all material Permits necessary for the lawful conduct of their respective businesses and are in compliance in all material respects with the terms of all such Permits. (b) None of the Group Companies or any of their respective directors, executives or, to the Knowledge of the Company, agents has, in any material respect, (i) used any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) used any corporate funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees, (iii) violated or is violating any provision of the U.S. Foreign Corrupt Practices Act of 1977, the PRC Law on Anti-Unfair Competition promulgated on September 2, 1993, or the Interim Rules on Prevention of Commercial Bribery promulgated on November 15, 1996, or any PRC Law in relation thereto, (iv) established or maintained any fund of corporate monies or other properties not recorded on the books and records of any Group Company, (v) to the Knowledge of the Company, made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature, or (vi) violated or operated in noncompliance with any applicable money laundering law, anti-terrorism law or regulation, anti-boycott regulations, export restrictions or embargo regulations. None of the Group Companies or any of their respective directors, executives or, to the Knowledge of the Company, agents is currently the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

Compliance with Law; Permits. (a) Except The Company and each of its Subsidiaries hold all material permits, licenses, exemptions, consents, certificates, authorizations, registrations, and other approvals from Governmental Entities required to operate their respective businesses as would notit is being conducted as of the Agreement Date (collectively, individually the “Permits”) and all of such Permits are in full force and effect, except where the failure to obtain or have any such Permit would, individually, or in the aggregate, aggregate not reasonably be expected to have a Company Material Adverse Effect; and no proceeding is pending or, to the Group Companies areknowledge of the Company, and since January 1threatened to revoke, 2013 (suspend, cancel, terminate or adversely modify any such Permit. Neither the date Company nor any of its formationSubsidiaries is in violation of, if later) has been or in compliance with all Laws and Governmental Orders default under, any Law, in each case, applicable to them. The Group Companies hold all material Permits necessary for the lawful conduct Company or any of its Subsidiaries or any of their respective businesses assets and properties. Notwithstanding the foregoing, this Section 4.11 shall not apply to employee benefit plans, Taxes, environmental matters, labor and employment matters, or regulatory matters, which are the subject exclusively of the representations and warranties in compliance in all material respects with the terms of all such PermitsSection 4.9, Section 4.13, Section 4.15, Section 4.16 and Section 4.18, respectively. (b) None of the Group Companies or Company, any of the Company’s Subsidiaries, any of their respective directorsofficers or employees, executives or, or to the Knowledge of the Company, agents hasany of its suppliers, in distributors, licensees or agents, or any material respectother Person acting on behalf of the Company or any of its Subsidiaries, directly or indirectly, has (i) used made or received any corporate funds for payments in violation of any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, Law (ii) used any corporate funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees, (iii) violated or is violating any provision of including the U.S. Foreign Corrupt Practices Act Act), including any contribution, payment, commission, rebate, promotional allowance or gift of 1977funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Entity where either the PRC Law on Anti-Unfair Competition promulgated on September 2contribution, 1993payment, commission, rebate, promotional allowance, gift or other economic benefit, or the Interim Rules on Prevention of Commercial Bribery promulgated on November 15purpose thereof, 1996was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, or any PRC Law in relation theretoa “Prohibited Payment”), (ivii) established provided or maintained received any fund of corporate monies product or other properties not recorded on the books and records services in violation of any Group Company, Law (v) to including the Knowledge of the Company, made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any natureU.S. Foreign Corrupt Practices Act), or (viiii) violated or operated in noncompliance been subject to any investigation by any Governmental Entity with regard to any applicable money laundering law, anti-terrorism law or regulation, anti-boycott regulations, export restrictions or embargo regulations. None of the Group Companies or any of their respective directors, executives or, to the Knowledge of the Company, agents is currently the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury DepartmentProhibited Payment.

Compliance with Law; Permits. (a) Except as Each of Parent, its Subsidiaries and the Joint Ventures is, and since February 22, 2022 (in the case of Parent) and the later of February 22, 2022 and such Subsidiary’s or Joint Ventures’ respective date of incorporation, formation or organization (in the case of a Subsidiary or the Joint Ventures) has been, in compliance with and is not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would notnot have, individually or in the aggregate, have a Parent Material Adverse Effect. There are no material defaults or events which, with the Group Companies are, and since January 1, 2013 (passage of time or the date giving of notice, would constitute a default under or non-compliance with any provision of the Parent Plan of Reorganization by Parent or any of its formationSubsidiaries or any of the Joint Ventures. Anything contained in this Section 5.7(a) to the contrary notwithstanding, if laterno representation or warranty shall be deemed to be made in this Section 5.7(a) has been in compliance with all Laws and Governmental Orders applicable to them. The Group Companies hold all material Permits necessary for the lawful conduct respect of their respective businesses and are in compliance in all material respects with the terms environmental, tax, intellectual property, employee benefits or labor Law matters, each of all such Permits.which is addressed by other sections of this Article V. (b) None Without limiting the generality of Section 5.7(a), none of Parent, any of its Subsidiaries of the Group Companies or any of their respective directorsJoint Ventures, executives or, to the Knowledge of the CompanyParent, any of their respective joint venture partners, joint interest owners, variable interest entity owners, consultants, agents or representatives of any of the foregoing (in their respective capacities as such) has, in any material respect, (i) used any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) used any corporate funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees, (iii) violated or is violating any provision of the U.S. Foreign Corrupt Practices Act of 1977, the PRC UK Bribery Act of 2010 or Brazilian Federal Law on Anti-Unfair Competition promulgated on September 2No. 12,683/2012, 1993, or the Interim Rules on Prevention of Commercial Bribery promulgated on November 15, 1996as applicable, or any PRC similar anti-corruption Law in relation thereto, (iv) established or maintained any fund of corporate monies or other properties not recorded on the books and records of any Group Companyother applicable jurisdiction or (ii) except as would not have, (v) to individually or in the Knowledge of the Companyaggregate, a Parent Material Adverse Effect, made any unlawful bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment to any Person. (c) Each of Parent, its Subsidiaries and the Subject Joint Venture is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any natureGovernmental Entity required by Law for Parent and its Subsidiaries and the Subject Joint Venture to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (vi) violated or operated in noncompliance with the “Parent Permits”), except where the failure to have any applicable money laundering law, anti-terrorism law or regulation, anti-boycott regulations, export restrictions or embargo regulations. None of the Group Companies Parent Permits would not have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, a Parent Material Adverse Effect. No suspension or cancellation of any of their respective directors, executives the Parent Permits is pending or, to the Knowledge of Parent, threatened, except where such suspension or cancellation would not have, individually or in the Companyaggregate, agents is currently a Parent Material Adverse Effect. Parent and its Subsidiaries and the target of Subject Joint Venture are not, and since January 1, 2020 have not been, in violation or breach of, or default under, any U.S. sanctions administered by Parent Permit, except where such violation, breach or default would not have, individually or in the Office of Foreign Assets Control aggregate, a Parent Material Adverse Effect. As of the U.S. Treasury Departmentdate of this Agreement, to the Knowledge of Parent, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of Parent, any of its Subsidiaries or the Subject Joint Venture under, any Parent Permit, or has caused (or would cause) an applicable Governmental Entity to fail or refuse to issue, renew, extend, any Parent Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not have, individually or in the aggregate, a Parent Material Adverse Effect.

Compliance with Law; Permits. (a) Except as would not, individually or in the aggregate, have a Material Adverse Effect, the The Group Companies are, and since January 1, 2013 (or the date of its formation, if later) has been are in material compliance with all Laws and Governmental Orders applicable to them. The Group Companies hold all material Permits necessary for the lawful conduct of their respective businesses and are in compliance in all material respects with the terms of all such Permits. (b) None of the Group Companies or any of their respective directors, executives or, to the Knowledge of the Company, agents has, in any material respect, (i) used any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) used any corporate funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees, (iii) violated or is violating any provision of the U.S. Foreign Corrupt Practices Act of 1977, the PRC Law on Anti-Unfair Competition promulgated on September 2, 1993, or the Interim Rules on Prevention of Commercial Bribery promulgated on November 15, 1996, or any PRC Law in relation thereto, (iv) established or maintained any fund of corporate monies or other properties not recorded on the books and records of any Group Company, (v) to the Knowledge of the Company, made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature, or (vi) violated or operated in noncompliance with any applicable money laundering law, anti-terrorism law or regulation, anti-boycott regulations, export restrictions or embargo regulations. None of the Group Companies or any of their respective directors, executives or, to the Knowledge of the Company, agents is currently the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

Compliance with Law; Permits. (a) Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Group Companies areThe Company is, and since January 1, 2013 (or the date of its formationhas been, if later) has been in compliance with all Laws and Governmental Orders applicable to them. The Group Companies hold all material Permits necessary for the lawful conduct of their respective businesses and are in compliance in all material respects with all Laws applicable to it or by which any of its properties or assets are bound. None of the terms Company or any of all such Permitsits executive officers has received, nor to the knowledge of the Company is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company is not in compliance in any material respect with any Law applicable to it or by which any of its properties or assets is bound. (b) None of Without limiting the Group Companies or any of their respective directorsforegoing clause (a): (i) since January 1, executives or2013, the Company (and, to the Knowledge knowledge of the Company, any of its directors, executives, representatives, agents has, in any material respect, or employees on behalf of the Company) (iA) has not used and is not using any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (iiB) has not used and is not using any corporate funds for any direct or indirect unlawful payments to any foreign or domestic government governmental officials or employeesemployees or any employees of a foreign or domestic government-owned entity, (iiiC) has not violated or and is not violating any provision of the U.S. Foreign Corrupt Practices Act of 19771977 or any other anticorruption Law applicable to the Company, (D) has not been and is not the PRC Law on Anti-Unfair Competition promulgated on September 2subject of any pending or, 1993to the knowledge of the Company, threatened investigation, inquiry or litigation, administrative or enforcement proceedings by any Governmental Authority regarding any violation or alleged violation of any provision of the Interim Rules on Prevention Foreign Corrupt Practices Act of Commercial Bribery promulgated on November 151977 or any other anticorruption law applicable to the Company, 1996and to the knowledge of the Company, there are no circumstances likely to give rise to any such investigation, inquiry, litigation or proceeding, (E) has not made, offered, authorized or promised any payment, rebate, payoff, influence payment, contribution, gift, bribe, rebate, kickback, or any PRC Law other thing of value to any government official or employee, political party or official, or candidate, regardless of form, to obtain favorable treatment in relation theretoobtaining or retaining business or to pay for favorable treatment already secured in each case in violation of applicable Law, (ivF) has not established or maintained maintained, or is not maintaining, any fund of corporate monies or other properties not recorded on for the books and records purpose of supplying finds for any Group Company, (v) to the Knowledge of the Company, purposes described in the foregoing clause (E) or (G) has not made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful similar payment of any nature, in each case in violation of applicable Law; and (ii) neither the Company nor, to the knowledge of the Company, any of its directors, executives, representatives, agents or employees in connection with their activities on behalf of the Company, (A) is the target of any Sanctions Laws, (B) is located, organized or resident in a country or territory that is the target of any comprehensive, territory-wide Sanctions Laws, or (viC) violated is engaged, directly or operated indirectly, in noncompliance any dealings or transactions with any applicable money laundering lawPerson, anti-terrorism law assets or regulationproject targeted by, anti-boycott regulationsor located in any country or territory that is the target of, export restrictions any Sanctions Laws. (c) The Company has all material permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or embargo regulationsother authorizations of any Governmental Authority necessary for the Company to own, lease and operate its properties and to carry on its business in all material respects as currently conducted (the “Permits”). None The Company is, and since January 1, 2013 has been, in compliance in all material respects with all such Permits. All Permits are in full force and effect, and no suspension, cancellation, modification, revocation or nonrenewal of the Group Companies or any of their respective directors, executives Permit is pending or, to the Knowledge knowledge of the Company, agents threatened. The Company will continue to have the use and benefit of all Permits immediately following consummation of the transactions contemplated hereby. No Permit is currently held in the target name of any U.S. sanctions administered by the Office of Foreign Assets Control employee, officer, director, stockholder, agent or other Person on behalf of the U.S. Treasury DepartmentCompany.

Compliance with Law; Permits. (a) Except as Each of Company and its Subsidiaries is, and since May 24, 2021 (in the case of Company) and the later of May 24, 2021 and such Subsidiary’s respective date of incorporation, formation or organization (in the case of a Subsidiary) has been, in compliance with and is not in default under or in violation of any applicable federal, state, local or foreign law, constitution, treaty, convention, statute, ordinance, rule, regulation, judgment, settlement, Order, arbitration award or agency requirement of any Governmental Entity, including common law (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would notnot have, individually or in the aggregate, have a Company Material Adverse Effect. There are no material defaults or events which, with the Group Companies are, and since January 1, 2013 (passage of time or the date giving of notice, would constitute a default under or non-compliance with any provision of the Company Plan of Reorganization by Company or any of its formationSubsidiaries. Anything contained in this Section 4.8(a) to the contrary notwithstanding, if laterno representation or warranty shall be deemed to be made in this Section 4.8(a) has been in compliance with all Laws and Governmental Orders applicable to them. The Group Companies hold all material Permits necessary for the lawful conduct respect of their respective businesses and are in compliance in all material respects with the terms environmental, tax, intellectual property, employee benefits or labor Law matters, each of all such Permitswhich is addressed by other sections of this Article IV. (b) None Without limiting the generality of the Group Companies or Section 4.8(a), none of Company, any of their respective directors, executives its Subsidiaries or, to the Knowledge of the Company, any of their respective joint venture partners, joint interest owners, variable interest entity owners, consultants, agents hasor representatives of any of the foregoing (in their respective capacities as such), in any material respect, has (i) used any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) used any corporate funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees, (iii) violated or is violating any provision of the U.S. Foreign Corrupt Practices Act of 1977, the PRC UK Bribery Act of 2010 or Brazilian Federal Law on Anti-Unfair Competition promulgated on September 2No. 12,683/2012, 1993, or the Interim Rules on Prevention of Commercial Bribery promulgated on November 15, 1996as applicable, or any PRC similar anti-corruption Law in relation thereto, (iv) established or maintained any fund of corporate monies or other properties not recorded on the books and records of any Group Companyother applicable jurisdiction or (ii) except as would not have, (v) to individually or in the Knowledge of the Companyaggregate, a Company Material Adverse Effect, made any unlawful bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment to any Person. (c) Each of Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any natureGovernmental Entity required by Law for Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (vi) violated the “Company Permits”), except where the failure to have any of Company Permits would not have, individually or operated in noncompliance with any applicable money laundering lawthe aggregate, anti-terrorism law a Company Material Adverse Effect or regulation, anti-boycott regulations, export restrictions or embargo regulations. None as set forth on Section 4.8 of the Group Companies Company Disclosure Letter. All Company Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, a Company Material Adverse Effect. No suspension or cancellation of any of their respective directors, executives the Company Permits is pending or, to the Knowledge of the Company, agents is currently threatened, except where such suspension or cancellation would not have, individually or in the target of aggregate, a Company Material Adverse Effect. Company and its Subsidiaries are not, and since January 1, 2020 have not been, in violation or breach of, or default under, any U.S. sanctions administered by Company Permit, except where such violation, breach or default would not have, individually or in the Office of Foreign Assets Control aggregate, a Company Material Adverse Effect. As of the U.S. Treasury Departmentdate of this Agreement, to the Knowledge of Company, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of Company or any of its Subsidiaries under, any Company Permit, or has caused (or would cause) an applicable Governmental Entity to fail or refuse to issue, renew, extend, any Company Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Law; Permits. (a) Except as would not, individually or in the aggregate, have a Material Adverse Effectset forth on Schedule 3.10(a)(i), the Group Companies areCompany is, and since January 1, 2013 (or the date of its formation, if later) has been for the three years prior to the Closing Date, in compliance with all applicable Laws and Governmental Orders, including, without limitation, all applicable Laws and Orders relating to the novel coronavirus (COVID-19) and has taken reasonably practicable steps to comply with applicable guidance issued by the United States Centers for Disease Control and the California Department of Public Health relating to themthe novel coronavirus (COVID-19). The Group Companies hold all material Permits necessary for the lawful conduct of their respective businesses Except as set forth on Schedule 3.10(a)(ii), no Action alleging any failure to comply with any applicable Law or Order is pending and are in compliance in all material respects with the terms of all such Permits. (b) None of the Group Companies or any of their respective directors, executives served or, to the Knowledge of the Company, agents hascurrently threatened against the Company. (b) Except as set forth on Schedule 3.10(b): (i) the Company holds all material Permits required in connection with the conduct of the Business as currently conducted; (ii) each such Permit is in full force and effect; (iii) the Company is in material compliance with the terms and conditions of all such Permits; (iv) in the three years prior to the Closing Date, the Company has not been in default under, or in violation of, in any material respect, any such Permit; and (v) in the three years prior to the Closing Date, there has been no, suspension, cancellation, modification, revocation or nonrenewal of any material Permit pending or, to the Company’s Knowledge, any threat of the same. (c) Neither the Company nor any of its officers, directors or employees, nor to the Company’s Knowledge, any agent or other third party representative acting on behalf of the Company, is currently, or has been in the last 5 years: (i) used any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, a Sanctioned Person; (ii) used any corporate funds for any direct organized, resident or indirect unlawful payments to any foreign or domestic government officials or employees, located in a Sanctioned Country; (iii) violated engaging in any dealings or is violating transactions with, or for the benefit of, any provision Sanctioned Person or in any Sanctioned Country; or (iv) otherwise in violation of Sanctions Laws, Ex-Im Laws or anti-boycott Laws administered by the U.S. Department of Commerce and the Internal Revenue Service (collectively, “Trade Control Laws”). (d) During the last 5 years, the Company and its officers, directors, or employees and, to the Company’s Knowledge, their agents and third party representatives have been in compliance with the Foreign Corrupt Practices Act of 1977, as amended, and all other Laws relating to the PRC Law on prevention of bribery, money laundering or corruption (collectively, “Anti-Unfair Competition promulgated on September 2Corruption Laws”). Without limiting the foregoing, 1993, or the Interim Rules on Prevention of Commercial Bribery promulgated on November 15, 1996, or any PRC Law in relation thereto, (iv) established or maintained any fund of corporate monies or other properties not recorded on the books and records of any Group Company, (v) to the Knowledge none of the Company, made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature, or (vi) violated or operated in noncompliance with any applicable money laundering law, anti-terrorism law or regulation, anti-boycott regulations, export restrictions or embargo regulations. None of the Group Companies or any of their respective its directors, executives orofficers or employees, or to the Knowledge Company’s Knowledge, any of the Companyits agents or third party representatives have given, agents is currently the target offered, promised, or agreed to give, or received anything of value to or from any U.S. sanctions administered by the Office elected or unelected official, employee or agent of Foreign Assets a Governmental Authority or any other Person in violation of Anti-Corruption Laws. (e) The Company has not received from any Governmental Authority or any other Person any notice, inquiry or internal or external allegation, made any voluntary or involuntary disclosure to a Governmental Authority, or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing, in each case related to Trade Control of the U.S. Treasury DepartmentLaws or Anti-Corruption Laws.

Compliance with Law; Permits. (a) Except as would not, individually or in the aggregate, have a CBPO Material Adverse Effect, the CBPO Group Companies are, and since January 1, 2013 2012 (or the date of its formation, if later) has been in compliance with all Laws and Governmental Orders applicable to them. The CBPO Group Companies hold all material Permits necessary for the lawful conduct of their respective businesses and are in compliance in all material respects with the terms of all such Permits. (b) None of the CBPO Group Companies or any of their respective directors, executives or, to the Knowledge of the CompanyCBPO, agents has, in any material respect, (i) used any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) used any corporate funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees, (iii) violated or is violating any provision of the U.S. Foreign Corrupt Practices Act of 1977, the PRC Law on Anti-Unfair Competition promulgated on September 2, 1993, or the Interim Rules on Prevention of Commercial Bribery promulgated on November 15, 1996, or any PRC Law in relation thereto, (iv) established or maintained any fund of corporate monies or other properties not recorded on the books and records of any CBPO Group Company, (v) to the Knowledge of the CompanyCBPO, made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature, or (vi) violated or operated in noncompliance with any applicable money laundering law, anti-terrorism law or regulation, anti-boycott regulations, export restrictions or embargo regulations. None of the CBPO Group Companies or any of their respective directors, executives or, to the Knowledge of the CompanyCBPO, agents is currently the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

Compliance with Law; Permits. (a) Except as would notset forth on Schedule 3.8 of the Disclosure Schedule, individually or in each of the aggregateTargets and, have a Material Adverse Effectto Parent’s Knowledge, each of the Group Companies areJoint Ventures, and since January 1, 2013 (or the date of its formation, if later) has been in compliance with all Laws and Governmental Orders applicable to them. The Group Companies hold all material Permits necessary for the lawful conduct of their respective businesses and are is in compliance in all material respects with all Laws applicable to it, other than with respect to matters relating to or arising from Client Services, in regard to which, to the terms of all such Permits. (b) None Parent’s Knowledge, each of the Group Companies Targets is in compliance in all material respects with all Laws applicable to it. To the Parent’s Knowledge, except as set forth on Schedule 3.8 of the Disclosure Schedule, none of the Targets has received during the past three (3) years any written notice, order, inquiry, investigation, complaint or other communication from any Governmental Authority or any other Person that any of the Targets or any of the Joint Ventures is not in compliance in all material respects with any Law applicable to it. To the Parent’s Knowledge, since January 1, 2007 through the date hereof, none of the Targets, nor any Joint Venture, nor any of their respective directors, executives or, to the Knowledge of the Companyofficers, agents has, in any material respect, (i) used any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) used any corporate funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees, (iii) violated has directly or is violating any provision of the U.S. Foreign Corrupt Practices Act of 1977, the PRC Law on Anti-Unfair Competition promulgated on September 2, 1993, or the Interim Rules on Prevention of Commercial Bribery promulgated on November 15, 1996, or any PRC Law in relation thereto, (iv) established or maintained any fund of corporate monies or other properties not recorded on the books and records of any Group Company, (v) to the Knowledge of the Company, indirectly made any contribution, gift, bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment to any Person, private or public, regardless of any natureform, whether in money, property, or services (vii) violated to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or operated for special concessions already obtained or (iv) in noncompliance with violation of the U.S. Foreign Corrupt Practices Act or any applicable money laundering law, other anti-terrorism law bribery or regulation, anti-boycott regulations, export restrictions or embargo regulationscorruption Law. None of the Group Companies or any of their respective directors, executives orEach Target and, to the Knowledge Parent’s Knowledge, each Joint Venture owns, holds or possesses all material licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Authority which are necessary to entitle it to own or lease, operate and use its assets and to carry on and conduct the Target’s businesses substantially as currently conducted. No portion of the Company, agents is currently the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Departmentthis Section 3.8 shall apply with respect to Taxes.