Common use of Litigation and Compliance with Law Clause in Contracts

Litigation and Compliance with Law. 16.1 No member of the Seller’s Group is involved in nor has received a letter of demand threatening any Action (other than in relation to the collection of debts arising in the Ordinary Course) in respect of the EDS Business or with respect to the EDS Entities, and, to the Seller’s Knowledge, there are no facts or circumstances which are reasonably likely to give rise to any such Action (other than in relation to the collection of debts arising in the Ordinary Course). 16.2 Neither the Seller nor any EDS Entity is the subject of any investigation, enquiry or enforcement proceedings by any Governmental Authority in respect of the EDS Business, no such investigations, enquiries, or enforcement proceedings are pending or, to the Seller’s Knowledge, threatened and, to the Seller’s Knowledge, there are no circumstances likely to give rise to any such investigation, enquiry or enforcement proceedings. 16.3 The EDS Business has been carried on in material compliance with all applicable Laws (including data protection laws), which are applicable to the EDS Business in the last 24 months. 16.4 No member of the Seller’s Group has received any written notice from a Governmental Authority which identifies any facts the failure of which to correct would constitute a non-compliance with applicable Law in respect of the ownership or operation of the EDS Assets and/or the EDS Business. 16.5 Each member of the Seller’s Group and each EDS Entity has all material Permits necessary for the conduct of the EDS Business as presently conducted, and none of the EDS Entities is in default under any material Permit in relation to the EDS Business, in each case, except as would not, individually or in the aggregate, be material to the EDS Business, taken as a whole. There are no Actions pending, or to the Seller’s Knowledge, threatened or reasonably expected to be asserted, relating to the suspension, revocation or modification of any material Permit necessary for the conduct of the EDS Business in each case, except as would not, individually or in the aggregate, be material to the EDS Business, taken as a whole.

Litigation and Compliance with Law. 16.1 10.1 No member Group Company is a party to a civil, criminal, arbitration, administrative or other proceeding (including being in receipt of a written claim in respect of any of the Seller’s Group is involved in nor has received a letter of demand threatening any Action foregoing) (“Proceeding”) (other than in relation to the collection of debts arising in the Ordinary Course) in respect ordinary course of business of the EDS Business or with respect to the EDS Entitiesrelevant Group Company), and, to the Seller’s Knowledge, there are no facts or circumstances which are reasonably likely to give rise to nor is any such Action Proceeding pending or threatened by or against a Group Company (other than in relation to the collection of debts arising in the Ordinary Courseusual course of business). 16.2 Neither the Seller nor any EDS Entity is the subject of any investigation, enquiry or enforcement proceedings by any Governmental Authority in respect of the EDS Business, no such investigations, enquiries, or enforcement proceedings are pending or, to the Seller’s Knowledge, threatened and, to the Seller’s Knowledge, there are no circumstances likely to give rise to any such investigation, enquiry or enforcement proceedings. 16.3 The EDS Business has been carried on in material compliance with all applicable Laws (including data protection laws), which are applicable to the EDS Business in the last 24 months. 16.4 No member of the Seller’s Group has received any written notice from a Governmental Authority which identifies any facts the failure of which to correct would constitute a non-compliance with applicable Law in respect of the ownership or operation of the EDS Assets and/or the EDS Business. 16.5 Each member of the Seller’s Group and each EDS Entity has all material Permits necessary for the conduct of the EDS Business as presently conducted, and none of the EDS Entities is in default under any material Permit in relation to the EDS Business, in each case, except as would notwhich Proceeding is expected to have, individually or in the aggregate, a Material Adverse Effect. 10.2 No Group Company is in violation of, and has not in the last three years violated, and is not under investigation with respect to and has not been threatened to be material to the EDS Businesscharged with or given notice of any violation of, taken as a whole. There are no Actions pendingany applicable Law, or to the Seller’s Knowledge, threatened or except for violations that have not had and could not reasonably be expected to be asserted, relating to the suspension, revocation or modification of any material Permit necessary for the conduct of the EDS Business in each case, except as would nothave, individually or in the aggregate, a Material Adverse Effect. There is no judgment, decree, injunction, rule or order of any arbitrator or governmental authority outstanding against any Group Company that has had or would reasonably be material expected to have, individually or in the EDS Businessaggregate, taken a Material Adverse Effect. 10.3 All licenses, permits, certificates, approvals or reports required by any Authority under applicable Law necessary for the operation of the business of any Group Company as carried out at the date of this Agreement have been obtained and are in full force and effect, except for violations of such requirements that have not had and could not reasonably be expected to have, individually or in the aggregate, a wholeMaterial Adverse Effect. 10.4 No Group Company nor any of their respective officers, directors or employees has in the last three years taken, in their capacity as an officer, director or employee of a Group Company, any action which is prohibited under the Interim Rules on the Prohibition of Commercial Bribery as issued by the State Administration of Industry and Commerce of China on November 15, 1996, the United States Foreign Corrupt Practices Act of 1977, as amended, or any other anti-corruption or anti-bribery laws or regulations applicable to any Group Company.