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

Compliance with Laws; Consents and Permits. Other than as described in Section 3.11 of the Disclosure Schedule, none of the Warrantors is or has been in violation in any material respect 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, licenses, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority (the “Permits”) and any third party (collectively with the Permits, the “Consents”) which are required to be obtained or made by each Group Company or Xumao in connection with the consummation of the transactions contemplated under the Transaction Documents shall have been obtained or made prior to and shall be fully effective as of the Closing. Each Group Company has all franchises, Consents and any similar authority necessary for the conduct of its business as currently conducted and as proposed to be 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 franchises, Consents or other similar authority. Any other direct or indirect shareholders of the Company who are domestic residents as defined under the Notice on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Overseas Investment and Financing and Roundtrip Investment through Offshore Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on July 4, 2014 (“Circular 37”) and any successor rule or regulation under PRC law have completed the registration with the competent local counterpart of the SAFE in respect of the proposed subscription of shares and investment in offshore special purpose vehicles (as defined in Circular 37) that are owned or controlled by such individual shareholders in accordance with the requirements of Circular 37. The transactions contemplated by the Transaction Documents are not subject to any regulatory approvals from the relevant governmental authorities under Antitrust Laws. The Group Companies aggregate revenue falls below the threshold that would require any filings under Antitrust Laws. “

Compliance with Laws; Consents and Permits. Other than as described in Section 3.11 of the Disclosure Schedule, none of the Warrantors is or has been in violation in any material respect 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, licenses, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority (the “Permits”) and any third party (collectively with the Permits, the “Consents”) which are required to be obtained or made by each Group Company or Xumao in connection with the consummation of the transactions contemplated under the Transaction Documents shall have been obtained or made prior to and shall be fully effective as of the Closing. Each Group Company has all franchises, Consents and any similar authority necessary for the conduct of its business as currently conducted and as proposed to be 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 franchises, Consents or other similar authority. Any other direct or indirect shareholders of the Company who are domestic residents as defined under the Notice on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Overseas Investment and Corporate Financing and Roundtrip Investment through Offshore Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on July 4October 21, 2014 2005 (the “Circular 3775”) and any successor rule or regulation under PRC law have completed the registration with the competent local counterpart of the SAFE in respect of the proposed subscription of shares and investment in offshore special purpose vehicles (as defined in Circular 37) the Company through relevant holding companies that are owned or controlled by such individual shareholders in accordance with the requirements of Circular 37shareholders. The transactions contemplated by the Transaction Documents are is not subject to any regulatory approvals from the relevant governmental authorities under Antitrust Laws. The Group Companies aggregate revenue falls below the threshold that would require any filings under Antitrust Laws. “

Compliance with Laws; Consents and Permits. Other than Except as described disclosed in Section 3.11 4.6 of the Disclosure Schedule, none of the Warrantors is or each Group Company has been not conducted any activity in material violation in any material respect 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, licenses, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any supranational, national, state, municipal or local court or tribunal or administrative, governmental or regulatory body, agency or authority (the a “PermitsGovernmental Authority”) and any third party (collectively with the Permits, the “Consents”) which are required to be obtained or made by each Group Company or Xumao Warrantor in connection with the consummation of the transactions contemplated hereunder (including without limitation those contemplated under the Transaction Documents Ancillary Agreements) shall have been obtained or made prior to and shall be fully effective as of the Closing. Each Except as disclosed in Section 4.6 of the Disclosure Schedule, each Group Company has all material approvals, franchises, Consents permits, licenses and any similar authority necessary for the conduct of its business as currently conducted and as proposed to be conductedbusiness, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group Companies No Warrantor is in default under any of such franchisesapprovals, Consents permits, licenses or other similar authority. Any other direct , nor is it in receipt of any letter or indirect shareholders notice from any relevant authority notifying revocation of any such approvals, permits or licenses issued to it for noncompliance or the Company who are domestic residents as defined under the Notice on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Overseas Investment and Financing and Roundtrip Investment through Offshore Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on July 4, 2014 (“Circular 37”) and any successor rule need for compliance or regulation under PRC law have completed the registration with the competent local counterpart of the SAFE remedial actions in respect of the proposed subscription activities carried out directly or indirectly by each Warrantor. In respect of shares and investment approvals, licenses or permits requisite for the conduct of any part of the business of each Group Company which are subject to periodic renewal by any governmental or administrative authorities, no Warrantor has any reason to believe that such requisite renewals will not be granted by the relevant 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 is required in offshore special purpose vehicles (as defined in Circular 37) that are owned or controlled by such individual shareholders in accordance connection with the requirements valid execution, delivery and consummation of Circular 37. The the transactions contemplated by hereunder, or the Transaction Documents are not subject to any regulatory approvals from offer, sale, issuance or reservation for issuance of the relevant governmental authorities under Antitrust Laws. The Group Companies aggregate revenue falls below Preferred Shares and the threshold that would require any filings under Antitrust Laws. “Conversion Shares.

Compliance with Laws; Consents and Permits. Other than as described in Section 3.11 (a) None of the Disclosure ScheduleSeller Parties, none the employee shareholders and, to the best knowledge of the Warrantors Seller Parties, any other beneficial owners of the Company who are PRC residents as defined under Circular 75 (as defined below) is or has been in violation in any material respect 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 the Business or the ownership of its Group Companies’ properties, including but not limited to the registration requirement for the Founder’s, the employee shareholders’ and, to the best knowledge of the Seller Parties, any other PRC resident’s (indirect) investment in the Company under the Circular 75 issued by the State Administration of Foreign Exchange (“SAFE”) on October 21, 2005, titled “Notice Regarding Certain Administrative Measures on Financing and Inbound Investments by PRC Residents Through Offshore Special Purpose Vehicles”, effective as of November 1, 2005 (“Circular 75”), and any successor rule or regulation under PRC law, including any applicable implementing rules or regulations of Circular 75, e.g., the SAFE Circular on Issuing the Operational Rules concerning Foreign Exchange Administration of Company Financings and Round-Tripping Investments via Overseas Special Purpose Companies by Residents in China [Huifa (2011) No. 19] issued by SAFE and effective as of July 1, 2011. (b) All consents, licenses, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority (the “Permits”) and any third party (collectively with the Permits, the “Consents”) which are required to be obtained or made by each Group Company or Xumao in connection with the consummation of the transactions contemplated under the Transaction Documents hereunder shall have been obtained or made prior to and shall be fully effective as of the Closing. Each Group Company has all material franchises, Consents Permits, licenses and any similar authority necessary for the conduct of its business Business as currently conducted or the business as set forth in the business scope of each Group Company and as proposed to be conducted, the absence ownership of which would be reasonably likely to have a Material Adverse Effectits properties and assets. None of the Group Companies is in default in any material respect under any of such franchises, Consents Permits, licenses or other similar authority. Any other direct or indirect shareholders , and the lack of the Company who are domestic residents as defined and/or default under the Notice on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Overseas Investment franchises, Permits, licenses and Financing and Roundtrip Investment through Offshore Special Purpose Vehicles issued any similar authority by the State Administration of Foreign Exchange (“SAFE”) on July 4, 2014 (“Circular 37”) and any successor rule or regulation under PRC law have completed the registration with the competent local counterpart of the SAFE in respect of the proposed subscription of shares and investment in offshore special purpose vehicles (as defined in Circular 37) that are owned or controlled by such individual shareholders in accordance with the requirements of Circular 37. The transactions contemplated by the Transaction Documents are not subject to any regulatory approvals from the relevant governmental authorities under Antitrust Laws. The Group Companies in the aggregate revenue falls below the threshold that would require any filings under Antitrust Laws. “does not have a Material Adverse Effect.

Compliance with Laws; Consents and Permits. Other than Except as described disclosed in Section 3.11 4.6 of the Disclosure Schedule, none of the Warrantors is or each Group Company has been not conducted any activity in material violation in any material respect 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, licenses, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any supranational, national, state, municipal or local court or tribunal or administrative, governmental or regulatory body, agency or authority (the a “PermitsGovernmental Authority”) and any third party (collectively with the Permits, the “Consents”) which are required to be obtained or made by each Group Company or Xumao Warrantor in connection with the consummation of the transactions contemplated hereunder (including without limitation those contemplated under the Transaction Documents Ancillary Agreements) shall have been obtained or made prior to and shall be fully effective as of the Closing. Each Except as disclosed in Section 4.6 of the Disclosure Schedule, each Group Company has all material approvals, franchises, Consents permits, licenses and any similar authority necessary for the conduct of its business as currently conducted and as proposed to be conductedbusiness, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group Companies No Warrantor is in default under any of such franchisesapprovals, Consents permits, licenses or other similar authority. Any other direct , nor is it in receipt of any letter or indirect shareholders notice from any relevant authority notifying revocation of any such approvals, permits or licenses issued to it for noncompliance or the Company who are domestic residents as defined under the Notice on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Overseas Investment and Financing and Roundtrip Investment through Offshore Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on July 4, 2014 (“Circular 37”) and any successor rule need for compliance or regulation under PRC law have completed the registration with the competent local counterpart of the SAFE remedial actions in respect of the proposed subscription activities carried out directly or indirectly by each Warrantor. In respect of shares and investment approvals, licenses or permits requisite for the conduct of any part of the business of each Group Company which are subject to periodic renewal by any governmental or administrative authorities, no Warrantor has any reason to believe that such requisite renewals will not be granted by the relevant 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 is required in offshore special purpose vehicles (as defined in Circular 37) that are owned or controlled by such individual shareholders in accordance connection with the requirements valid execution, delivery and consummation of Circular 37. The the transactions contemplated by hereunder, or the Transaction Documents are not subject to any regulatory approvals from offer or sale of the relevant governmental authorities under Antitrust Laws. The Group Companies aggregate revenue falls below the threshold that would require any filings under Antitrust Laws. “Purchased Shares.