Common use of Compliance with Laws; Consents Clause in Contracts

Compliance with Laws; Consents. (i) Each Group Company is, and has been, in compliance in all material respects with all applicable Laws. To the Warrantors’ knowledge, no event has occurred and no circumstance exists that (with or without notice or lapse of time) (a) may constitute or result in a violation by any Group Company of, or a failure on the part of such entity to comply with, any applicable Laws in any material respect, or (b) 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. None of the Group Companies has received any notice from any Governmental Authority regarding any of the foregoing. No Group Company is under investigation with respect to a material violation of any Law. (ii) All material Consents from or with the relevant Governmental Authority required in respect of the due and proper establishment and operations of each Group Company as now conducted, including but not limited to the Consents from or with MOFCOM, SAIC, SAFE, any Tax bureau and the local counterpart thereof, as applicable (or any predecessors thereof, as applicable), have been duly obtained or completed in accordance with all applicable Laws. None of the Group Companies is in default in any material respect under any required Governmental Consent. No Group Company has received any letter or other written communication from any Governmental Authority threatening or providing notice or revocation of any required Governmental Consent issued to any Group Company or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by any Group Company.

Compliance with Laws; Consents. (i) Each Group Company is, and has been, in compliance in all material respects with all applicable Laws. To the Warrantors’ knowledge, no event has occurred and no circumstance exists that (with or without notice or lapse of time) (a) may constitute or result in a violation by any Group Company of, or a failure on the part of such entity to comply with, any applicable Laws in any material respect, or (b) may give rise to any obligation . Except as disclosed on the part of any Group Company to undertake, or to bear all or any portion Section 3.7 of the cost ofDisclosure Schedule, any remedial action of any nature. None of the Group Companies has received any notice from any Governmental Authority regarding any of the foregoing. No Group Company is under investigation with respect to a material violation of any Law. (ii) All material all Consents from or with the relevant Governmental Authority or other Person required in respect of the due and proper establishment and operations of each Group Company as now conductedconducted (collectively, including but not limited to the Consents from or with MOFCOM, SAIC, SAFE, any Tax bureau and the local counterpart thereof, as applicable (or any predecessors thereof, as applicable“Required Consents”), have been duly obtained or completed in accordance with all applicable Laws, except for any Consent, the failure to have which would not be material to any Group Company. No Required Consent contains any materially burdensome restrictions or conditions, and each Required Consent is in full force and effect and will remain in full force and effect upon the consummation of the transactions contemplated hereby. None of the Group Companies is in default in any material respect under any required Governmental Required Consent. No Group Company has received is in receipt of any letter or other written communication notice from any Governmental Authority threatening or providing notice or relevant authority notifying revocation of any required Governmental material Required Consent issued to any Group Company it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it. In respect of any Group Companymaterial Required Consent requisite for the conduct of any part of the business of the Domestic Companies which are subject to periodic renewal, none of the Warrantors has any reason to believe that such requisite renewals will not be granted by the relevant PRC Governmental Authorities.