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

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of the Acquiree Company have been and are being conducted in accordance with all applicable Laws and Orders. Except as disclosed in Schedule 5.8, the Acquiree Company has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company and, to the knowledge of the Acquiree Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as would not have a Material Adverse Effect, the Acquiree Company is not, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the Acquiree Company’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree Company, any event or circumstance relating to the Acquiree Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as for those that would not have a Material Adverse Effect, the business and operations of the Acquiree Company Acquiree, the HK Company, Yangtze Newport have been and are being conducted in accordance with all applicable Laws and Orders. Except as disclosed in Schedule 5.8would not have a Material Adverse Effect, neither the Acquiree, the Acquiree HK Company, nor any PRC Company has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as for those that would not have a Material Adverse Effect, neither the Acquiree Company is notAcquiree, the HK Company, nor Yangtze Newport is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the Acquiree CompanyAcquiree’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree Acquiree, the HK Company and each PRC Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Acquiree, the HK Company or any PRC Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree CompanyAcquiree, any event or circumstance relating to the Acquiree Acquiree, the HK Company or any PRC Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the The business and ------------------------------------------ operations of the Acquiree Company have been and are being conducted in accordance with all applicable Laws federal, state and Orders. Except as disclosed in Schedule 5.8local laws, the Acquiree Company has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company andrules and regulations, except to the knowledge of extent that noncompliance with laws, rules and regulations would not, individually or in the Acquiree Companyaggregate, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as would not have a Material Adverse EffectEffect on the Company. The execution, delivery and performance by the Acquiree Company of this Agreement (a) will not require from the Board or stockholders of the Company any consent or approval that has not been validly and lawfully obtained, (b) will not require any authorization, consent, approval, license, exemption of or filing or registration with any domestic or, to best of the Company's knowledge, foreign, court or governmental department, commission, board, bureau, agency or instrumentality of government, except such as shall have been lawfully and validly obtained prior to the Closing, (c) will not cause the Company to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, domestic or foreign, (iii) any order, writ, judgment, injunction, decree, determination or award, or (iv) any provision of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company, (d) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under, any indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement or other agreement, lease or instrument, commitment or arrangement to which the Company is nota party or by which the Company or any of its properties, assets or rights is bound or affected, which in any such case would have a Material Adverse Effect on the Company, and (e) will not result in the creation or imposition of any Lien, other than Liens in favor of the Investor. The Company is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws or of any indenture, loan or credit agreement (including any agreement evidencing Indebtedness for Borrowed Money), note agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license lease or other instrument, commitment, obligation commitment or arrangement to which the Acquiree Company is a party or by which any of the Acquiree Company’s 's properties, assets or rights are is bound or affected. To , which in any such case would have a Material Adverse Effect on the knowledge of the Acquiree Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree Company, any event or circumstance relating to the Acquiree Company that materially and adversely affects in any way its business, properties, assets or prospects or that character which prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of the Acquiree Company have Buyippee has been and are being conducted in accordance with all applicable Laws foreign, federal, provincial and Orderslocal laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. Except as disclosed in Schedule 5.8There are no permits, the Acquiree Company has not received notice of any violation (bonuses, registrations, consents, approvals, authorizations, certificates, or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company and, to the knowledge waiver of the Acquiree Companyforegoing, no Proceeding involving an allegation which are required to be issued or granted by a Governmental Body for the conduct of violation the Business as presently conducted or the ownership of any applicable Law or Order is threatened or contemplated. the assets of Buyippee Except as would not have a Material Adverse Effect, the Acquiree Company Buyippee is not, and is has not alleged to bereceived notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company Buyippee is a party or by which any of the Acquiree CompanyBuyippee’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree CompanyBuyippee, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company Buyippee is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company Buyippee is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree CompanyBuyippee, any event or circumstance relating to the Acquiree Company Buyippee that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company Buyippee from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement Agreement, the Transaction Agreements or the consummation of the transactions Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of the Acquiree Company have been and are being conducted in accordance with all applicable Laws foreign, federal, state and Orders. Except as local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities (with the exception that the Shareholders have disclosed in Schedule 5.8, the Acquiree Company has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company and, to the knowledge of Acquiror Company the Acquiree Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplatedlitigation between the Company and the ACCC in relation to certain advertisements issued by the Company in relation to Xx. Xxx Xxxxxx). Except as would not have a Material Adverse Effect, the Acquiree Company is not, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the Acquiree Company’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereofthereof (with the exception that the Company is currently engaged in proceedings against Mr. Xxxx Xxxx and others in respect of their alleged unauthorized use of the Company’s customer database and other intellectual property). The Acquiree Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree Company, any event or circumstance relating to the Acquiree Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or therebythereby (with the exception that the Company has granted a license to use its intellectual property in Korea for a period of 3 years to an entity associated with Mr. Song).

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse EffectEffect on the DED Companies, the business and operations of any of the Acquiree Company DED Companies have been and are being conducted in accordance with all applicable Laws foreign, federal, state and Orders. Except as disclosed in Schedule 5.8local laws, the Acquiree Company has not received notice rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company and, to the knowledge of the Acquiree Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplatedall courts and governmental agencies and instrumentalities. Except as would not have a Material Adverse EffectEffect on the DED Companies, the Acquiree Company is DED Companies are not, and is are not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational the DED Charter Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which any of the Acquiree Company is DED Companies are a party or by which any of the Acquiree Company’s DED Companies’ properties, assets or rights are bound or affected. To the knowledge of the Acquiree CompanyDED Companies, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which any of the Acquiree Company is DED Companies are a party is are (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company is DED Companies are not subject to any obligation or restriction of any kind or character, nor is are there, to the knowledge of the Acquiree CompanyDED Companies, any event or circumstance relating to the Acquiree Company DED Companies that materially and adversely affects in any way its their business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its their performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby. “Material Adverse Effect” means, when used with respect to the DED Companies, any change, effect or circumstance which, individually or in the aggregate, would reasonably be expected to (a) have a material adverse effect on the business, assets, financial condition or results of operations of the DED Companies, in each case taken as a whole or (b) materially impair the ability of the DED Companies to perform their obligations under this Agreement, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, (ii) changes in the United States securities markets generally, or (iii) changes in general economic, currency exchange rate, political or regulatory conditions in industries in which the DED Companies operate.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of the Acquiree Company Company, the BVI Companies and the PRC Companies have been and are being conducted in accordance with all applicable Laws and Orders. Except as disclosed in Schedule 5.8would not have a Material Adverse Effect, neither the Company, the Acquiree Company has not BVI Companies, nor the PRC Companies have received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company Company, the BVI Companies or the PRC Companies and, to the knowledge of the Acquiree Company, each BVI Companies and the PRC Companies, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as would not have a Material Adverse Effect, neither the Acquiree Company is notCompany, BVI Companies, nor the PRC Companies are, and is are not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the Acquiree Company’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree Company, each BVI Companies and the PRC Companies, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company is Company, the BVI Companies or the PRC Companies are a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree Company, any event or circumstance relating to the Acquiree Company Company, the BVI Companies or the PRC Companies that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of the Acquiree Company and the PRC Companies have been and are being conducted in accordance with all applicable Laws and Orders. Except as disclosed in Schedule 5.8would not have a Material Adverse Effect, neither the Acquiree Company nor any PRC Company has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company or such PRC Company and, to the knowledge of the Acquiree Company and each such PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as would not have a Material Adverse Effect, neither the Acquiree Company is notnor any PRC Company is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the Acquiree Company’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree Company and each PRC Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company or any PRC Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Neither the Company nor any PRC Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree Company or any PRC Company, any event or circumstance relating to the Acquiree Company or any PRC Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company or any PRC Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of the Acquiree Company have Big Token has been and are is being conducted in accordance with all applicable Laws and Orders. Except as disclosed in Schedule 5.8would not have a Material Adverse Effect, the Acquiree Company Big Token has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company andBig Token, to the knowledge of the Acquiree CompanyCompany and Big Token, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as would not have a Material Adverse Effect, the Acquiree Company is not, and is Big Token are not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company or Big Token is a party or by which any of the Acquiree Company’s or Big Token’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree CompanyCompany and Big Token, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company or Big Token is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company is and Big Token are not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree Company, Company or Big Token any event or circumstance relating to the Acquiree Company or Big Token that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company or Big Token from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of the Acquiree Company and the Company Subsidiaries have been and are being conducted in accordance with all applicable Laws and Orders. Except as disclosed in Schedule 5.8would not have a Material Adverse Effect, neither the Acquiree Company nor any Company Subsidiary has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company or such Company Subsidiary and, to the knowledge of the Acquiree CompanyCompany and each such Company Subsidiary, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as would not have a Material Adverse Effect, neither the Acquiree Company is notnor any Company Subsidiary is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company or such Company Subsidiary is a party or by which any of the Acquiree Company’s or such Company Subsidiary’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree CompanyCompany and each Company Subsidiary, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company or any Company Subsidiary is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Neither the Company nor any Company Subsidiary is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree CompanyCompany or any Company Subsidiary, any event or circumstance relating to the Acquiree Company or any Company Subsidiary that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company or any Company Subsidiary from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of the Acquiree Acquiree, the HK Company and the PRC Companies have been and are being conducted in accordance with all applicable Laws and Orders. Except as disclosed in Schedule 5.8would not have a Material Adverse Effect, neither the Acquiree, the Acquiree HK Company, nor any PRC Company has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as would not have a Material Adverse Effect, neither the Acquiree Acquiree, the HK Company, nor any PRC Company is notis, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the Acquiree CompanyAcquiree’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree Acquiree, the HK Company and each PRC Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Acquiree, the HK Company or any PRC Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree CompanyAcquiree, any event or circumstance relating to the Acquiree Acquiree, the HK Company or any PRC Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of the Acquiree Company Odimo have been and are being conducted in accordance with all applicable Laws and Orders. Except as disclosed in Schedule 5.8would not have a Material Adverse Effect, the Acquiree Company Odimo has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company Odimo and, to the knowledge Knowledge of Odimo and the Acquiree CompanyOdimo Stockholder, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as would not have a Material Adverse Effect, the Acquiree Company Odimo is not, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company Odimo is a party or by which any of the Acquiree CompanyOdimo’s properties, assets or rights are bound or affected. To the knowledge Knowledge of the Acquiree CompanyOdimo and the Odimo Stockholder, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company Odimo is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company Neither Odimo nor the Odimo Stockholder is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge Knowledge of Odimo and the Acquiree CompanyOdimo Stockholder, any event or circumstance relating to the Acquiree Company Odimo that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits Odimo or the Acquiree Company Odimo Stockholder from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of the Acquiree Company have been and are being conducted in accordance with all applicable Laws and Orders. Except as disclosed in Schedule 5.8would not have a Material Adverse Effect, neither the Acquiree Company nor any Company Subsidiary has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company or its business and, to the knowledge of the Acquiree CompanyCompany and any Company Subsidiary, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as would not have a Material Adverse Effect, neither the Acquiree Company nor any Company Subsidiary is, or is not, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company or such Company Subsidiary is a party or by which any of the Acquiree CompanyCompany or such Company Subsidiary’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree CompanyCompany and any Company Subsidiary, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company or any Company Subsidiary is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Neither the Company nor any Company Subsidiary is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree CompanyCompany or any Company Subsidiary, any event or circumstance relating to the Acquiree Company or its business that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse EffectEffect on the Ally Profit Companies and except as set forth on Schedule 3.6(a), the business and operations of the Acquiree Company Ally Profit Companies have been and are being conducted in accordance with all applicable Laws foreign, federal, state and Orders. Except as disclosed in Schedule 5.8local laws, the Acquiree Company has not received notice rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company and, to the knowledge of the Acquiree Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplatedall courts and governmental agencies and instrumentalities. Except as would not have a Material Adverse EffectEffect on the Ally Profit Companies, the Acquiree Company is Ally Profit Companies are not, and is are not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational the Ally Profit Companies’ Charter Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which any of the Acquiree Company is Ally Profit Companies are a party or by which any of the Acquiree Company’s Ally Profit Companies’ properties, assets or rights are bound or affected. To the knowledge of the Acquiree Company, no No other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which any of the Acquiree Company is Ally Profit Companies are a party is are (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company is Ally Profit Companies are not subject to any obligation or restriction of any kind or character, nor is are there, to the knowledge of the Acquiree CompanyAlly Profit Companies, any event or circumstance relating to the Acquiree Company Ally Profit Companies that materially and adversely affects in any way its their business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its their performance of or compliance with all or any part of this Agreement or the Transaction Documents, or the consummation of the transactions contemplated hereby or thereby. “Material Adverse Effect” means, when used with respect to the Ally Profit Companies, any event, occurrence, change, effect or circumstance which, individually or in the aggregate, (a) has a material adverse effect on the business, assets, financial condition, results of operations of the Ally Profit Companies, in each case taken as a whole or (b) materially impair the ability of Ally Profit to perform its obligations under this Agreement, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, (ii) changes in the United States securities markets generally, or (iii) changes in general economic, currency exchange rate, political or regulatory conditions in industries in which the Ally Profit Companies operate.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of the Acquiree Company have Trendmark has been and are being conducted in accordance with all applicable Laws foreign, federal, provincial and Orderslocal laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. Except as disclosed in Schedule 5.8There are no permits, the Acquiree Company has not received notice of any violation (bonuses, registrations, consents, approvals, authorizations, certificates, or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company and, to the knowledge waiver of the Acquiree Companyforegoing, no Proceeding involving an allegation which are required to be issued or granted by a Governmental Body for the conduct of violation the Business as presently conducted or the ownership of any applicable Law or Order is threatened or contemplatedthe assets of Trendmark. Except as would not have a Material Adverse Effect, the Acquiree Company Trendmark is not, and is has not alleged to bereceived notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company Trendmark is a party or by which any of the Acquiree CompanyTrendmark’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree CompanyTrendmark, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company Trendmark is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company Trendmark is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree CompanyTrendmark, any event or circumstance relating to the Acquiree Company Trendmark that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company Trendmark from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement Agreement, the Transaction Agreements or the consummation of the transactions Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of the Acquiree Company and the Company Subsidiaries have been and are being conducted in accordance with all applicable Laws and Orders. Except as disclosed in Schedule 5.8would not have a Material Adverse Effect, neither the Acquiree Company nor the Company Subsidiaries has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company or the Company Subsidiaries and, to the knowledge of the Acquiree CompanyCompany and each of the Company Subsidiaries, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as would not have a Material Adverse Effect, neither the Acquiree Company, nor any Company Subsidiary, is not, and is not nor alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the Acquiree Company’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree CompanyCompany and each of the Company Subsidiaries, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company, or any of the Company Subsidiaries is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Neither the Company, nor any of the Company Subsidiaries is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree Company, or any of the Company Subsidiaries, any event or circumstance relating to the Acquiree Company, or any of the Company Subsidiaries that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as set forth on Schedule 4.11 or as would not have cause a Material Adverse Effect, the business and operations of the Acquiree Company and the Company Subsidiaries have been and are being conducted in accordance with all applicable Laws and Orders. Except as disclosed in set forth on Schedule 5.84.11 or as would not cause a Material Adverse Effect, neither the Acquiree Company nor the Company Subsidiaries has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company or the Company Subsidiaries and, to the knowledge Knowledge of the Acquiree Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as set forth on Schedule 4.11 or as would not have cause a Material Adverse Effect, neither the Acquiree Company nor any Company Subsidiary, is not, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the Acquiree Company’s properties, assets or rights are bound or affected. To Except as set forth on Schedule 4.11 or as would not cause a Material Adverse Effect, to the knowledge Knowledge of the Acquiree Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company, or any of the Company Subsidiaries is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Except as set forth on Schedule 4.11, neither the Company, nor any of the Company Subsidiaries is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge Knowledge of the Acquiree Company, any event or circumstance relating to the Acquiree Company or any of the Company Subsidiaries that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of SCSI and the Acquiree Company SCSI Subsidiaries have been and are being conducted in accordance with all applicable Laws and Orders. Except as disclosed in Schedule 5.8would not have a Material Adverse Effect, neither SCSI nor the Acquiree Company has not SCSI Subsidiaries have received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting SCSI and the Acquiree Company SCSI Subsidiaries and, to the knowledge Knowledge of SCSI and the Acquiree CompanySCSI Shareholder, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as would not have a Material Adverse Effect, neither SCSI nor the Acquiree Company is notSCSI Subsidiaries are, and is are not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is they are a party or by which any of the Acquiree Company’s their respective properties, assets or rights are bound or affected. To the knowledge Knowledge of SCSI and the Acquiree CompanySCSI Shareholder, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which SCSI or the Acquiree Company is SCSI Subsidiaries are a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company Neither SCSI, the SCSI Subsidiaries nor the SCSI Shareholder is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge Knowledge of SCSI or the Acquiree CompanySCSI Shareholder, any event or circumstance relating to SCSI or the Acquiree Company SCSI Subsidiaries that materially and adversely affects in any way its their respective business, properties, assets or prospects or that prohibits SCSI or the Acquiree Company SCSI Shareholder from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby. Each of SCSI and the SCSI Subsidiaries holds all of the material permits, licenses, certificates or other authorizations of Governmental Authorities for the conduct of their respective businesses as presently conducted.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of the Acquiree Company have been and are being conducted in accordance with all applicable Laws foreign, federal, state and Orders. Except as local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities (with the exception that the Shareholders have disclosed in Schedule 5.8, the Acquiree Company has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company and, to the knowledge of Acquiror Company the Acquiree Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplatedlitigation between the Company and the ACCC in relation to certain advertisements issued by the Company in relation to Xx. Xxx Turpie). Except as would not have a Material Adverse Effect, the Acquiree Company is not, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the Acquiree Company’s 's properties, assets or rights are bound or affected. To the knowledge of the Acquiree Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereofthereof (with the exception that the Company is currently engaged in proceedings against Mr. Xxxx Xxxx and others in respect of their alleged unauthorized use of the Company's customer database and other intellectual property). The Acquiree Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree Company, any event or circumstance relating to the Acquiree Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or therebythereby (with the exception that the Company has granted a license to use its intellectual property in Korea for a period of 3 years to an entity associated with Mr. Song).

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse Effect, the business and operations of the Parent and Acquiree Company and the Acquiree Subsidiaries, if any, have been and are being conducted in accordance with all applicable Laws and Orders. Except as disclosed in Schedule 5.8would not have a Material Adverse Effect, neither the Parent, Acquiree Company nor any Acquiree Subsidiary has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company or any Acquiree Subsidiary and, to the knowledge of the Acquiree Companyand each Acquiree Subsidiary, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as would not have a Material Adverse Effect, neither the Parent, Acquiree, nor any Acquiree Company is notSubsidiary is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the Acquiree CompanyAcquiree’s properties, assets or rights are bound or affected. To Except as would not have a Material Adverse Effect, to the knowledge of the Acquiree Companyand each Acquiree Subsidiary, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company or any Acquiree Subsidiary is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree Company, any event or circumstance relating to the Acquiree Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as set forth on Schedule 4.10 or as would not have cause a Material Adverse Effect, the business and operations of the Acquiree Company and the Company Subsidiaries have been and are being conducted in accordance with all applicable Laws and Orders. Except as disclosed in set forth on Schedule 5.84.10 or as would not cause a Material Adverse Effect, neither the Acquiree Company nor the Company Subsidiaries has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company or the Company Subsidiaries and, to the knowledge Knowledge of the Acquiree Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as set forth on Schedule 4.10 or as would not have cause a Material Adverse Effect, neither the Acquiree Company nor any Company Subsidiary, is not, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the Acquiree Company’s properties, assets or rights are bound or affected. To Except as set forth on Schedule 4.10 or as would not cause a Material Adverse Effect ,to the knowledge Knowledge of the Acquiree Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company, or any of the Company Subsidiaries is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Except as set forth on Schedule 4.10, the Company, nor any of the Company Subsidiaries is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge Knowledge of the Acquiree Company, any event or circumstance relating to the Acquiree Company or any of the Company Subsidiaries that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as set forth on Schedule 4.11 or as would not have cause a Material Adverse Effect, the business and operations of the Acquiree Company and the Company Subsidiaries have been and are being conducted in accordance with all applicable Laws and Orders. Except as disclosed in set forth on Schedule 5.84.11 or as would not cause a Material Adverse Effect, neither the Acquiree Company nor the Company Subsidiaries has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company or the Company Subsidiaries and, to the knowledge Knowledge of the Acquiree Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as set forth on Schedule 4.11 or as would not have cause a Material Adverse Effect, neither the Acquiree Company nor any Company Subsidiary is not, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, Indebtedness, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the Acquiree Company’s properties, assets or rights are bound or affected. To Except as set forth on Schedule 4.11 or as would not cause a Material Adverse Effect, to the knowledge Knowledge of the Acquiree Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company, or any of the Company Subsidiaries is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Except as set forth on Schedule 4.11, neither the Company, nor any of the Company Subsidiaries is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree Company, there any event or circumstance relating to the Acquiree Company or any of the Company Subsidiaries that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except as would (a) Each Acquired Company is in compliance, and has complied with, all existing laws, rules, regulations, ordinances, orders, judgments and decrees applicable to its business, properties or currently proposed operations except where the failure to so comply, in each instance and in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Effect on the business and operations of Acquired Companies taken as a whole. Neither the Acquiree Company have been and are being conducted in accordance with all applicable Laws and Orders. Except as disclosed in Schedule 5.8, the Acquiree Company has not received notice ownership nor use of any violation (Acquired Company's properties, nor the conduct or any Proceeding involving an allegation currently proposed conduct of its business, conflicts with the rights of any violation) of any applicable Law other Person or Order by or affecting the Acquiree Company and, to the knowledge of the Acquiree Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as would not have a Material Adverse Effect, the Acquiree Company is not, and is not alleged to be, in violation ofviolates, or (with or without the giving of notice or lapse the passage of time time, or both) , will violate, conflict with or result in default a default, right to accelerate or loss of rights under, any terms or in breach ofprovisions of the articles of incorporation or the bylaws of such Acquired Company, or any term or provision of its Organizational Documents or of any indentureLien, loan or credit license, agreement, noteunderstanding, deed of trustlaw, mortgageordinance, security agreement rule, regulation, zoning regulation, order, judgment or other material agreement, lease, license or other instrument, commitment, obligation or arrangement decree to which the Acquiree any Acquired Company is a party or by which any of the Acquiree Company’s properties, it or its assets or rights are may be bound or affected. To , except for violations, conflicts and defaults which could not reasonably be expected to have a Material Adverse Effect on the knowledge Acquired Companies taken as a whole. (b) None of the Acquiree Companycontracts, arrangements, undertakings or activities of the Acquired Companies constitute the unauthorized business of insurance or the unauthorized practice of dentistry or the corporate practice of dentistry, or constitute an impermissible fee splitting arrangement, in any state in which an Acquired Company conducts business, except where the violation of any such statute or regulation could not reasonably be expected to have a Material Adverse Effect on the Acquired Companies taken as a whole. (c) Each Provider Contract is in compliance with all requirements of law and, to the extent applicable, with standards established by the National Commission for Quality Assurance, Utilization Review Accreditation Commission, or similar accreditation organization, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies taken as a whole. (d) All individually identifiable confidential information pertaining to any patient, subscriber, enrollee, or covered person has been maintained in accordance with applicable requirements of law, including without limitation any privacy laws or laws pertaining to the confidentiality of medical records, claim records or underwriting data, except where the failure to so maintain could not reasonably be expected to have a Material Adverse Effect on the Acquired Companies taken as a whole. (e) Neither the Seller nor any Acquired Company nor any person or entities providing professional services for any Acquired Company have engaged in any activities which are prohibited under 42 U.S.C. Section 1320a-7b, or the regulations promulgated thereunder pursuant to such statutes, or related state or local statutes or regulations, or which are prohibited by rules of professional conduct, including, without limitation, the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any application for any benefit or payment; (ii) knowingly and willfully making or causing to be made an false statement or representation of a material fact for use in determining rights to any benefit or payment; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to fraudulently secure such benefit or payment; and (iv) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay or receive such remuneration (A) in return for referring an individual to a person for the furnishing or arranging for the furnishing or any item or service for which payment may be made in whole or in part by Medicare or Medicaid, or (B) in return for purchasing, leasing, or ordering or arranging for or recommending purchasing, leasing, or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare or Medicaid, except where any such prohibited activities could not reasonably be expected to have a Material Adverse Effect on the Acquired Companies taken as a whole. (f) Except as set forth on the Disclosure Schedule, no other party Acquired Company participates in or is otherwise authorized to any material contract, agreement, lease, license, commitment, instrument receive reimbursement from Medicare and Medicaid or other obligation to which the Acquiree Company is a party is (to other third party payer agreements. All necessary certifications and contracts required for participation in such programs are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned, and no condition exists or event has occurred which in itself or with or without the giving of notice or the lapse of time or both) both would result in default thereunder the suspension, revocation, impairment, forfeiture or in breach non renewal of any term thereofsuch third party payer program. The Acquiree Each Acquired Company is in compliance in all material respects with the requirements or all such third party payers applicable thereto, except where the failure to be in compliance could not subject reasonably be expected to any obligation or restriction of any kind or character, nor is there, to have a Material Adverse Effect on the knowledge of the Acquiree Company, any event or circumstance relating to the Acquiree Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or therebyAcquired Companies taken as a whole.