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. “