Common use of Compliance with Laws; Consents and Permits Clause in Contracts

Compliance with Laws; Consents and Permits. None of the Group Companies has conducted any activity in material violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party which are required to be obtained or made by each Covenantor in connection with the consummation of the transactions contemplated hereunder shall have been obtained or made prior to and be effective as of the Closing. Except as disclosed in Section 4.12 of the Disclosure Schedule, each Group Company has all material approvals, permits, licenses and any similar authority necessary for the conduct of its business or its Principle Business (as the case may be) as currently conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group Companies is in default under any of such approvals, permits, licenses or other similar authority, nor is it in receipt of any letter or notice from any relevant authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group Company. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any Domestic Enterprise which are subject to periodic renewal, none of the Covenantors has any reason to believe that such requisite renewals will not be granted by the relevant PRC authorities.

Compliance with Laws; Consents and Permits. (a) None of the Group Companies has conducted any activity in material violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business as now conducted and as presently proposed to be conducted or the ownership of its properties. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party which are required to be obtained or made by each Covenantor in connection with the consummation of the transactions contemplated hereunder shall have been obtained or made prior to and be effective as of the Closing. Except as disclosed in Section 4.12 of the Disclosure Schedule, each . (b) Each Group Company has all material approvals, permits, licenses and any similar authority necessary for the conduct of its business or its Principle Business (as the case may be) as currently conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group Companies is in default under any of such approvals, permits, licenses or other similar authority, nor is it in receipt of any letter or notice from any relevant authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group Company. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any the Domestic Enterprise or the PRC Subsidiary which are subject to periodic renewal, none of the Covenantors has any reason to believe that such requisite renewals will not be granted by the relevant PRC authorities. The Founders have obtained any and all necessary approvals and authorizations from relevant governmental or regulatory authority and have fulfilled any and all necessary registration requirements with relevant governmental or regulatory authority with respect to their investments in the Company. (c) Except as set forth in Section 3.11(c) of the Disclosure Schedule, no event has occurred and no circumstance exists that (i) may constitute or result in a violation by any Group Company, or a failure on the part of any Group Company to comply with any applicable law, or (ii) may give rise to any obligation on the part of any Group Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, except for such violations or failures by a Group Company that, individually or in the aggregate, would not result in any Material Adverse Effect. (d) No Group Company has received any written notice from any Governmental Authority regarding (i) any actual, alleged or likely material violation of, or material failure to comply with, any applicable law, or (ii) any actual, alleged or likely material obligation on the part of any Group Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (e) There are no Actions or claims against any Group Company alleging a violation of applicable law regarding bribery, kickback or similar unlawful payments made to any public official by the Company or any Group Company, or any facts or circumstances which could reasonably be expected to give rise to such Action or claims. Additionally, no Group Company, nor any director, officer or employee, or any other person authorized by a Group Company to act for or on behalf of such Group Company, has established or maintained any fund or assets in which any Group Company shall have proprietary rights that have not been recorded in the books and records of such Group Company. (f) During the previous five (5) years, no Founder has been (i) subject to voluntary or involuntary petition under any applicable bankruptcy laws or any applicable insolvency law or the appointment of a manager, receiver, or similar officer by a court for his business or property; (ii) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offences); (iii) subject to any order, judgment, or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise imposing limits or conditions on his engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company; or (iv) found by a court of competent jurisdiction in a civil action or by any regulatory organization to have violated any applicable securities, commodities or unfair trade practices law whatsoever, which such judgment or finding has not been subsequently reversed, suspended, or vacated.

Compliance with Laws; Consents and Permits. (a) None of the Group Companies has conducted any activity is in material violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of that are material to its business or the ownership of its propertiesassets. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party which are required to be obtained or made by each Covenantor Group Company and each Founder in connection with the consummation of the transactions contemplated hereunder shall have been obtained or made prior to and be effective as of the Closing. Except as disclosed in Section 4.12 All applicable laws of the Disclosure Schedule, each Group Company has all material approvals, permits, licenses PRC with respect to the opening and any similar authority necessary for the conduct operation of its business or its Principle Business (as the case may be) as currently conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None foreign exchange accounts and foreign exchange activities of the Group Companies Companies, where applicable, have been and will continue to be fully complied with, and all requisite approvals including any from the PRC State Administration of Foreign Exchange (“SAFE”) or its local branches as the context may be, required under the SAFE Circular (as defined below) and other laws and regulations in relation thereto have been duly and lawfully obtained and are in full force and effect and there exist no grounds on which any such approval may be cancelled or revoked or any Group Company or its director or legal representative may be subject to liability or penalties for material misrepresentation or failure to disclose material information to the issuing SAFE authority. Each Founder and each Angel who is in default under any of such approvals, permits, licenses or other similar authority, nor is it in receipt required to comply with the SAFE Circular has obtained registration with respect to their holding of any letter direct or notice from indirect interest in any relevant authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance or Group Company with SAFE in accordance with the need for compliance or remedial actions in respect SAFE Circular and other applicable laws of the activities carried out directly PRC. For purpose of this Agreement, “SAFE Circular” shall mean the SAFE Circular on Issues Relating to the Administration of Foreign Exchange of Company Financing through Offshore Special Purpose Vehicles and Round-Tripping Investment by PRC Resident (《关于境内居民通过境外特殊目的公司融资及返程投资外汇管理相关问题的通知》[汇发（2005）75 号]) issued by SAFE with effect from November 1, 2005 and any subsequent implementation rules, regulations and other applicable laws of the PRC in force from time to time which operate to implement, enhance, restate, amend or indirectly by such Group Company. In respect of approvals, licenses repeal the aforesaid SAFE Circular or permits requisite for the conduct of any part of the business of any Domestic Enterprise which are subject to periodic renewal, none of the Covenantors has any reason to believe that such requisite renewals will not be granted by the relevant PRC authoritiesthereof.

Compliance with Laws; Consents and Permits. (a) None of the Group Companies has conducted any activity is in material violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government jurisdiction or any instrumentality or agency thereof (“Applicable Law”) in respect of the conduct of its business or the ownership or use of its propertiesproperties that would, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party which are required to be obtained or made by each Covenantor in connection with To the consummation Knowledge of the transactions contemplated hereunder shall have been obtained Warrantors, no event has occurred and no circumstance exists that (with or made prior without notice or lapse of time) (i) may constitute or result in a violation by any Group Company of, or a failure on the part of any Group Company to and be effective as comply in all material respects with Applicable Law, or (ii) may give rise to any obligation on the part of any Group Company to undertake, or to bear all or any portion of the Closingcost of, any material remedial action to cure a violation of Applicable Law. Except as disclosed The Founders and the Group Companies have obtained any and all Approvals from applicable Governmental Authorities and have fulfilled any and all filings and registration requirements with applicable Governmental Authorities necessary with respect to the Founders and their investment in Section 4.12 of the Disclosure ScheduleGroup Companies, each and with respect to the Group Companies and their operations, respectively, except for failure to obtain or fulfill any Approvals, filing or registration requirements that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all material franchises, approvals, permits, licenses licenses, certificates and any similar authority authorizations of or from any Governmental Authority (each, a “Permit”) necessary for the conduct of its business or its Principle Business (as the case may be) as currently conductedconducted (including without limitation, all value-added telecommunications licenses required under Applicable Laws), except for failure to obtain any Permit that would not, individually or in the absence of which would aggregate, be reasonably likely expected to have a Material Adverse Effect. None Except as set forth in Section 3.13(b) of the Disclosure Schedule, (i) each such Permit is valid and in full force and effect, (ii) no Group Companies Company is in default or violation in any material respect of any such Permit, (iii) as of the date of this Agreement and the Closing Date, no Group Company has received any written notice from any Governmental Authority regarding any actual or possible default or violation in any material respect of any such Permit, (iv) to the Knowledge of the Warrantors, there is no factual or legal basis that will prevent each such Permit from remaining in full force and effect upon the consummation of the transactions contemplated hereby, and (v) to the Knowledge of the Warrantors, no suspension, cancellation or termination of any such Permit is threatened or imminent, except, in each case of (i) through (v), as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (c) Each holder or beneficial owner of any equity securities of the applicable Group Companies (each, a “Company Security Holder”), who is a domestic resident under Circular 37 (as defined below) and subject to any of the registration or reporting requirements of “the Notice on Relevant Issues Concerning Foreign Exchange Administration of Domestic Residents Engaging in Overseas Investments and Financings and Round-trip Investments via Overseas Special Purpose Companies” issued by SAFE on July 14, 2014 (“Circular 37”) or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations. Neither the Warrantors nor, to the Knowledge of the Warrantors, any of the Company Security Holders has received, as of the date of this Agreement, any oral or written inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations and the Company and the Company Security Holders have made all material oral or written filings, registrations, reporting or any other communications required by SAFE or any of its local branches. Each Company Security Holder and each applicable Group Company has obtained all certificates, approvals, permits, licenses or other licenses, registration receipts and any similar authority, nor is it in receipt of any letter or notice from any relevant authority notifying revocation of any such approvals, permits or licenses issued necessary under the PRC laws to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly conduct foreign exchange transactions as now being conducted by such Group Company. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any Domestic Enterprise which are subject to periodic renewal, none of the Covenantors has any reason to believe that such requisite renewals will not be granted by the relevant PRC authoritiesit.

Compliance with Laws; Consents and Permits. None Each of the Group Companies has not conducted any activity in material violation of any applicable statute, rule, regulation, order Applicable Laws or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority Governmental Authority and any third party which are required to be obtained or made by each Covenantor of the Group Companies, the Founders and the FounderCos in connection with the consummation of the transactions contemplated hereunder shall have been obtained or made prior to and be remain effective as of the Closing. Except as disclosed in Section 4.12 Each of the Disclosure Schedule, each Group Company Companies has all material approvals, franchises, permits, licenses and any similar authority necessary for the conduct of its business or its Principle Business (as the case may be) as currently conducted, the absence of which would be reasonably likely to have a Material Adverse Effectbusiness. None of the Group Companies Companies, the Founders or the FounderCo is in default under any of such approvals, permits, licenses or other similar authority, nor is it or him or her in receipt of any letter or notice from any relevant authority Governmental Authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group Company, such Founder or the FounderCo. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any Domestic Enterprise Group Company which are subject to periodic renewalrenewal by any Governmental Authorities, none of neither any Group Company, nor any Founder, nor the Covenantors FounderCo has any reason to believe that such requisite renewals will not be granted by the relevant PRC authoritiesGovernmental Authorities. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of the Group Companies is required in connection with the valid execution, delivery and consummation of the transactions contemplated by this Agreement or the offer, sale, issuance or reservation for issuance of the Purchased Shares and the Ordinary Shares issuable upon conversion of the Purchased Shares.

Compliance with Laws; Consents and Permits. None Except as disclosed in Section 4.8 of the Disclosure Schedule, none of the Group Companies Company has conducted any activity in material violation of any material applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof law in respect of the conduct of its business or the ownership of its properties. All material consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party which are required to be obtained or made by each Covenantor Group Company in connection with the consummation of the transactions contemplated hereunder or under any other Transaction Document shall have been obtained or made prior to and be effective as of the Closing. Except as disclosed in Section 4.12 of the Disclosure Schedule, each Each Group Company has all material approvals, franchises, permits, licenses and licenses, authorizations or registrations, qualifications, designations, declarations, filings any similar authority necessary for the conduct of its business or its Principle Business (as the case may be) as currently conductedbusiness, the absence of which would be reasonably likely to have a Material Adverse EffectEffect on its business or properties. None of the Group Companies Company is in default in any material respect under any of such approvals, permits, licenses or other similar authority, nor is it in receipt of any letter or notice from any relevant authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such each Group Company. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any Domestic Enterprise each Group Company which are subject to periodic renewalrenewal by any governmental or administrative authorities, none of the Covenantors has any reason to believe that such requisite renewals will not are reasonably expected by the Company, the relevant Group Companies and the Management to be granted by the relevant PRC authorities. No consent, approval, order or authorization of or registration, qualification, designation, declaration or filing with, any governmental authority is required on the part of the Company in connection with the valid execution, delivery and consummation of the transactions contemplated hereunder, or the offer, sale, issuance or reservation for issuance of the Series F Shares and the Conversion Shares.

Compliance with Laws; Consents and Permits. None Each of the Group Companies has not conducted any activity in material violation of any applicable statute, rule, regulation, order Applicable Laws or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority Governmental Authority and any third party which are required to be obtained or made by each Covenantor of the Group Companies, the Founders and the FounderCos in connection with the consummation of the transactions contemplated hereunder (including without limitation those contemplated under the Shareholders Agreement and any other Transaction Documents) shall have been obtained or made prior to and be remain effective as of the Closing. Except as disclosed in Section 4.12 Each of the Disclosure Schedule, each Group Company Companies has all material approvals, franchises, permits, licenses and any similar authority necessary for the conduct of its business or its Principle Business (as the case may be) as currently conducted, the absence of which would be reasonably likely to have a Material Adverse Effectbusiness. None of the Group Companies Companies, the Founders or the FounderCo is in default under any of such approvals, permits, licenses or other similar authority, nor is it or him or her in receipt of any letter or notice from any relevant authority Governmental Authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group Company, such Founder or the FounderCo. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any Domestic Enterprise Group Company which are subject to periodic renewalrenewal by any Governmental Authorities, none of neither any Group Company, nor any Founder, nor the Covenantors FounderCo has any reason to believe that such requisite renewals will not be granted by the relevant PRC authoritiesGovernmental Authorities. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of the Group Companies is required in connection with the valid execution, delivery and consummation of the transactions contemplated by this Agreement, the Shareholders Agreement, any other Transaction Documents or the offer, sale, issuance or reservation for issuance of the Preferred Shares and the Ordinary Shares issuable upon conversion of the Preferred Shares.

Compliance with Laws; Consents and Permits. (a) None of the Group Companies has conducted is in any activity material respect in material violation of any Applicable Law applicable statuteto or binding upon it, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof including without limitation Applicable Law in respect of its formation or the conduct of its business or the ownership of its properties. . (b) All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and Governmental Authority or any third party party, which are required to be obtained or made by each Covenantor any Group Company or the Founder in connection with due and proper establishment and operation of any Group Company and in connection with the consummation of the transactions contemplated hereunder under this Agreement shall have been obtained or made prior to and be effective as of the Closing. Except as disclosed the failure to do so could reasonably be expected to result in Section 4.12 of a Material Adverse Effect on the Disclosure ScheduleGroup Companies taken as a whole or on the Company or on any PRC Subsidiary, each Group Company has all material approvalsfranchises, permits, licenses and any similar authority necessary for the conduct of its business or its Principle Business (as the case may be) as currently conducted and as currently proposed to be conducted, the absence of which would be reasonably likely to have a Material Adverse Effectare in full force and effect. None of the Group Companies is in default in any material respect under any of such approvalsfranchise, permitspermit, licenses license or other similar authority, nor . (c) No Group Company is it in receipt of any letter or notice from any relevant authority Governmental Authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance noncompliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group Companyit. EXECUTION COPY (d) In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any Domestic Enterprise Group Company which are subject to periodic renewal, none of the Covenantors Group Companies has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authoritiesGovernmental Authorities.

Compliance with Laws; Consents and Permits. None (a) Except as disclosed in Section 3.11(a) of the Disclosure Schedule, none of the Group Companies Entities is, or has conducted any activity been, in material violation of any applicable statuteLaw, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties. All consents, permits, approvals, orderslicenses, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority Governmental Authority and any third party which are required to be obtained or made by each Covenantor Group Entity and each Ordinary Shareholder in connection with the consummation of the transactions contemplated hereunder and under other Transaction Documents shall have been obtained or made prior to and be effective in full force and effect as of the Closing. Except as disclosed Based in part on the representations of the Investors set forth in Section 4.12 4 below, the offer, sale and issuance of the Disclosure SchedulePurchased Shares in conformity with the terms of this Agreement are exempt from the registration and prospectus delivery requirements of applicable securities law, each including the U.S. Securities Act of 1933, as amended (the “Act”). Each of the Group Company Entities has obtained all material approvalsconsents, permits, licenses approvals, qualifications, authorizations and any similar authority licenses, and completed all registration and filings (collectively the “Governmental Authorizations”), as required under the applicable Laws, necessary for the conduct of its business or its Principle Business (as the case may be) as currently conducted and as proposed to be conducted, the absence of which would be reasonably likely to have a Material Adverse EffectEffect on such Group Entity, and such Governmental Authorizations are in full force and effect. None of the Group Companies Entities is in violation, breach or default under any of such approvalsGovernmental Authorizations. (b) Without limiting the generality of Section 3.11(a), permits, licenses or other similar authority, nor is it in receipt of any letter or notice from any relevant authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance or the need for compliance or remedial actions in respect each of the activities carried out directly registered or indirectly by such Group Company. In respect of approvals, licenses beneficial shareholders (direct or permits requisite for the conduct of any part indirect) of the business of any Domestic Enterprise which are subject to periodic renewalCompany who is a PRC resident has completed and maintained all required registrations with, none of the Covenantors has any reason to believe that such requisite renewals will not be granted by and obtained all required approvals from, the relevant PRC authoritiesGovernmental Authorities in connection with his or her holding of securities in the Company, including without limitation completing registration and filing with the competent State Administration of Foreign Exchange (“SAFE”) in accordance with the regulations and rules issued by the SAFE from time to time, including without limitation SAFE Circular 75. (c) Each Group Entity has been in compliance with all applicable Anti-Corruption Laws. None of the Group Entities, Ordinary Shareholders, nor to the best knowledge of the Warrantors, any director, officer, agent, employee, representative or any other Person associated with or acting for or on behalf of the foregoing, has offered, paid, promised to pay, or authorized the payment of any money, or offered, given a promise to give, or authorized the giving of anything of value, to any Government Official, political party or official thereof or to any candidate for political office (or to any Person where such Group Entity, Ordinary Shareholder, director, officer, agent, employee, representative or other Person knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, political party, party official, or candidate for political office) for the purpose of influencing any act or decision or omission of any Government Official in order to obtain, retain or direct business to, or to secure any improper benefit or advantage for, any Group Entity.

Compliance with Laws; Consents and Permits. None of the Group Companies has conducted any activity is in material violation of any applicable law, statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its propertiesproperties in any material respect. All material consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and on the part of any third Group Company that is a party which are to any Transaction Document required to be obtained or made by each Covenantor in connection with the consummation of the transactions contemplated hereunder shall have been obtained or made prior to and be effective as of the Closing. Except as disclosed in Section 4.12 of the Disclosure Schedule, each Each Group Company has all material approvals, permits, licenses and any similar authority necessary for the conduct of its business or its Principle Business (as the case may be) now being conducted and as currently conductedproposed to be conducted by it, the absence lack of which would be reasonably likely to have could result in a Material Adverse Effect. None of the Group Companies is in default under any of such approvals, material permits, licenses or other and any similar authority, nor is it in receipt of any letter or notice from any relevant authority notifying revocation of any such approvalsmaterial permits, permits or licenses and any similar authority issued to it for non-compliance noncompliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group CompanyCompany in material aspects. In respect of approvalsany such material permits, licenses or permits requisite for the conduct of and any part of the business of any Domestic Enterprise similar authority which are subject to periodic renewalrenewal by any governmental or administrative authorities, to the Knowledge of the Warrantors, none of the Covenantors Group Company has any reasonable reason to believe that such requisite renewals will not be granted by the relevant PRC authorities.

Compliance with Laws; Consents and Permits. (a) None of the Group Companies has conducted is in any activity material respect in material violation of any Applicable Law applicable statuteto or binding upon it, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof including without limitation Applicable Law in respect of its formation or the conduct of its business or the ownership of its properties. . (b) All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and Governmental Authority or any third party party, which are required to be obtained or made by each Covenantor any Group Company or the Founder in connection with due and proper establishment and operation of any Group Company and in connection with the consummation of the transactions contemplated hereunder under this Agreement shall have been obtained or made prior to and be effective as of the Closing. Except as disclosed the failure to do so could reasonably be expected to result in Section 4.12 of a Material Adverse Effect on the Disclosure ScheduleGroup Companies taken as a whole or on the Company or on any PRC Subsidiary, each Group Company has all material approvalsfranchises, permits, licenses and any similar authority necessary for the conduct of its business or its Principle Business (as the case may be) as currently conducted and as currently proposed to be conducted, the absence of which would be reasonably likely to have a Material Adverse Effectare in full force and effect. None of the Group Companies is in default in any material respect under any of such approvalsfranchise, permitspermit, licenses license or other similar authority, nor . (c) No Group Company is it in receipt of any letter or notice from any relevant authority Governmental Authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance noncompliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group Company. it. (d) In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any Domestic Enterprise Group Company which are subject to periodic renewal, none of the Covenantors Group Companies has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authoritiesGovernmental Authorities.

Compliance with Laws; Consents and Permits. None of the Group Companies The Operating Company has not conducted any activity in material violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its propertiesproperties (including, without limitation, any that relate to the ownership of the Assets and conducting of Principal Business, consumer protection, health and safety, products and services, proprietary rights and improper payments). All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party which are required to be obtained or made by each Covenantor the Operating Company and the Purchasers in connection with the consummation of the transactions contemplated hereunder (including without limitation those contemplated under the Restructuring Documents) shall have been obtained or made prior to and be effective as of the Closing. Except as disclosed in Section 4.12 of the Disclosure Schedule, each Group The Operating Company has all material approvals, permits, licenses and any similar authority necessary for the conduct of its business or its Principle Business (as the case may be) as currently conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group Companies The Operating Company is not in default under any of such approvals, permits, licenses or other similar authority, nor is it in receipt of any letter or notice from any relevant authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group the Operating Company. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any Domestic Enterprise the Operating Company which are subject to periodic renewal, none neither the Operating Company, nor any of the Covenantors Purchasers has any reason to believe that such requisite renewals will not be granted by the relevant PRC authorities.

Compliance with Laws; Consents and Permits. Each of the Group Companies is, and has been, in compliance in all respects with all applicable laws, except for such non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of the Group Companies has conducted any activity in material that may, with or without notice or lapse of time or both, constitute a violation of of, or a failure to comply with, any applicable law, statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority Governmental Authority and any third party which are required to be obtained or made by each Covenantor any Group Company in connection with the valid execution, delivery and performance of the Transaction Agreements, and the consummation of the transactions transaction contemplated hereunder shall by the Transaction Agreements, have been duly obtained or made prior to and be effective are in full force and effect as of the Closing. Except as disclosed in Section 4.12 of the Disclosure Schedule, each Each Group Company has obtained and is in compliance with all material approvals, permits, licenses and any similar authority necessary for the due and proper establishment and the conduct of its business or its Principle Business (as the case may be) as currently conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. There is no term or provision of any mortgage, indenture, contract, agreement or instrument to which any Group Company is a party or by which any of them is bound, or, to the knowledge of the Group Companies, of any judgment, decree, order, statute, rule or regulation applicable to or binding upon any Group Company, that materially adversely affects or, so far as the Company may now foresee, in the future is reasonably likely to materially adversely affect, the business, prospects, condition, affairs or operations of any Group Company or any of their respective properties or assets. None of the Group Companies is in default under any of such approvals, permits, licenses or other similar authority, nor is it in receipt of any letter or notice from any relevant authority Governmental Authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group Company. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any Domestic Enterprise which are subject to periodic renewal, none of the Covenantors has any reason to believe that such requisite renewals will not be granted by the relevant PRC authorities.

Compliance with Laws; Consents and Permits. None of the Each Group Companies Company has not conducted any activity in material violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party which are required to be obtained or made by each Covenantor Group Company in connection with the consummation of the transactions contemplated hereunder (including without limitation those contemplated under the other Transaction Agreements) shall have been obtained or made prior to and be effective as of the Closing. Except as disclosed in Section 4.12 of the Disclosure Schedule, each Each Group Company has all material approvals, franchises, permits, licenses and any similar authority necessary for the conduct of its business or its Principle Business (as the case may be) as currently conducted, the absence of which would be reasonably likely to have a Material Adverse Effectbusiness. None of the No Group Companies Company is in default under any of such approvals, permits, licenses or other similar authority, nor is it in receipt of any letter or notice from any relevant authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such each Group Company. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any Domestic Enterprise each Group Company which are subject to periodic renewalrenewal by any governmental or administrative authorities, none of the Covenantors no Group Company has any reason to believe that such requisite renewals will not be granted by the relevant PRC authorities. No consent, approval, order or authorization of or registration, qualification, designation, declaration or filing with, any governmental authority is required on the part of the Warrantors is required in connection with the valid execution, delivery and consummation of the transactions contemplated hereunder, or the offer, sale, issuance or reservation for issuance of the Preferred Shares and the Ordinary Shares.