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. 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. 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. (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 or indirectly by such Group CompanyPRC. In respect For purpose of approvalsthis Agreement, 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 (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 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 authoritiesGovernmental Authorizations.

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 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. 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. 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.