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 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 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 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 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 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 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 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, 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 not have a Material Adverse Effect, the business and operations of the Acquiree Company SYCI have 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 SYCI. Except as would not have a Material Adverse Effect, the Acquiree Company SYCI 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 SYCI is a party or by which any of the Acquiree Company’s SYCI's properties, assets or rights are bound or affected. To the knowledge of the Acquiree CompanySYCI, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company SYCI 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 SYCI is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree CompanySYCI, any event or circumstance relating to the Acquiree Company SYCI that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company SYCI 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 EffectEffect on the APPI Companies, the business and operations of any of the Acquiree Company APPI 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 APPI Companies, the Acquiree Company is APPI 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 APPI 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 APPI Companies are a party or by which any of the Acquiree Company’s APPI Companies’ properties, assets or rights are bound or affected. To the knowledge of the Acquiree CompanyAPPI Companies, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which any of the Acquiree Company is APPI 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 APPI Companies are not subject to any obligation or restriction of any kind or character, nor is are there, to the knowledge of the Acquiree CompanyAPPI Companies, any event or circumstance relating to the Acquiree Company APPI 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 APPI 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 APPI Companies, in each case taken as a whole or (b) materially impair the ability of the APPI 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 APPI Companies operate.

Compliance with Laws and Other Instruments. Except as would not have a Material Adverse EffectEffect on the APPI Companies, the business and operations of any of the Acquiree Company APPI 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 APPI Companies, the Acquiree Company is APPI 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 APPI 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 APPI Companies are a party or by which any of the Acquiree Company’s APPI Companies’ properties, assets or rights are bound or affected. To the knowledge of the Acquiree CompanyAPPI Companies, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which any of the Acquiree Company is APPI 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 APPI Companies are not subject to any obligation or restriction of any kind or character, nor is are there, to the knowledge of the Acquiree CompanyAPPI Companies, any event or circumstance relating to the Acquiree Company APPI 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 APPI 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 APPI Companies, in each case taken as a whole or (b) materially impair the ability of the APPI 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 APPI Companies operate. 8 Section 3.7

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 Acquiree Company have SHV Corp. 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 SHV Corp. Except as would not have a Material Adverse Effect, the Acquiree Company SHV Corp. 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 SHV Corp. is a party or by which any of the Acquiree CompanySHV Corp.’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree CompanySHV Corp., no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company SHV Corp. 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 SHV Corp. is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree CompanySHV Corp., any event or circumstance relating to the Acquiree Company SHV Corp. that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company SHV Corp. 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 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 Effect, the business and operations of the Acquiree Company have Jade Affiliated 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 Jade Affiliated. Except as would not have a Material Adverse Effect, the Acquiree Company Jade Affiliated 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 Jade Affiliated is a party or by which any of the Acquiree CompanyJade Affiliated’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree CompanyJade Affiliated, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company Jade Affiliated 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 Jade Affiliated is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree CompanyJade Affiliated, any event or circumstance relating to the Acquiree Company Jade Affiliated that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company Jade Affiliated 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 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 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, 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 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 HSET have 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 HSET. Except as would not have a Material Adverse Effect, the Acquiree Company HSET 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 HSET is a party or by which any of the Acquiree CompanyHSET’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree CompanyHSET, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company HSET 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 HSET is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree CompanyHSET, any event or circumstance relating to the Acquiree Company HSET that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company HSET 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 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.