Common use of Permits; Compliance with Applicable Laws Clause in Contracts

Permits; Compliance with Applicable Laws. (a) Company T and its Subsidiaries hold all material permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the “Company T Permits”), and are in material compliance with the terms of Company T Permits. Neither Company T nor any of its Subsidiaries is or has been in material violation of any Law applicable to Company T or its Subsidiaries (including the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the PRC Law on Anti-Unfair Competition adopted on September 2, 1993, if applicable, the Interim Rules on Prevention of Commercial Bribery issued by the PRC State Administration of Industry and Commerce on November 15, 1996, if applicable (collectively, the “PRC Anti-Bribery Laws”), and applicable rules and regulations of relevant PRC Governmental Entities). No investigation or review by any Governmental Entity with respect to Company T or its Subsidiaries is pending or, to Company T’s knowledge, threatened, nor to Company T’s knowledge has any Governmental Entity indicated an intention to conduct the same, in each case with respect to a material violation of applicable Law. (b) None of Company T, any of its Subsidiaries or any of their respective directors, officers or employees or, to Company T’s knowledge, any agent, or any other person acting for or on behalf of Company T or any Subsidiary has (individually and collectively, a “Company T Affiliate”), (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law; (ii) offered, paid, promised to pay, or authorized any payment or transfer of anything of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Entity (including any political party or official thereof), or to any candidate for political office (individually and collectively, a “Government Official”) for the purpose of (A) improperly influencing any act or decision of such Government Official in his official capacity, (B) improperly inducing such Government Official to do or omit to do any act in relation to his lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official to improperly influence or affect any act or decision of any Governmental Entity, in each case, in order to assist Company T, any Subsidiary, or any Company T Affiliate in obtaining or retaining business for or with, or in directing business to, any Person; or (iii) accepted or received any unlawful contributions, payments, gifts, or expenditures. Company T and its Subsidiaries have effective disclosure controls and procedures and an internal accounting controls system applicable to it and its Subsidiaries which are designed to provide reasonable assurances that violations of the FCPA, the PRC Anti-Bribery Laws or any similar law will be prevented, detected and deterred. (c) Company T is aware of, and has been advised as to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the PRC Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and the State Administration of Foreign Exchange (“SAFE”) on August 8, 2006 and effective as of September 8, 2006. (d) Company T and its Subsidiaries have taken all reasonable steps to comply with, and to cause their respective employee shareholders to comply with, applicable rules and regulations of the PRC Tax authority to the extent such rules and regulations are material, including taking reasonable steps to request their employee shareholders to complete registration and other procedures required under applicable rules and regulations of the PRC Tax authority to the extent such rules and regulations are material. (e) Company T is aware of and has been advised as to the content of the PRC Anti-Monopoly Law, which became effective on August 1, 2008, and the related publicly available rules, regulations and guidelines issued by various PRC Governmental Entities (the “PRC Anti-Monopoly Law and Regulations”). All acquisitions and other similar transactions conducted by Company T or any of its Subsidiaries have complied with the PRC Anti-Monopoly Law and Regulations. (f) Company T has taken reasonable steps to comply with the Notice on the Administration of Foreign Exchange Matters for Domestic Individuals Participating in the Stock Incentive Plans of Overseas Listed Companies and related rules issued by SAFE, and has taken reasonable steps to cause its beneficiary shareholders who are PRC citizens to comply with SAFE’s Circular on Several Issues concerning Foreign Exchange Administration for Domestic Residents to Engage in Financing and in Return Investments via Overseas Special Purpose Companies (“SAFE Circular No. 75” ) with respect to their interest in Company T.

Permits; Compliance with Applicable Laws. (a) Company T HiSoft and its Subsidiaries hold all material permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the “Company T HiSoft Permits”), and are in material compliance with the terms of Company T HiSoft Permits, except where the failure to so hold or comply would not reasonably be expected to have, individually or in the aggregate, a HiSoft Material Adverse Effect. Neither Company T HiSoft nor any of its Subsidiaries is or has been in material violation of any Law applicable to Company T HiSoft or its Subsidiaries (including including, without limitation, FCPA and the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the PRC Law on Anti-Unfair Competition adopted on September 2, 1993, if applicable, the Interim Rules on Prevention of Commercial Bribery issued by the PRC State Administration of Industry and Commerce on November 15, 1996, if applicable (collectively, the “PRC Anti-Bribery Laws”), and applicable rules and regulations of relevant PRC Governmental Entities). No investigation or review by any Governmental Entity with respect to Company T HiSoft or its Subsidiaries is pending or, to Company THiSoft’s knowledge, threatened, nor to Company THiSoft’s knowledge has any Governmental Entity indicated an intention to conduct the same, in each case with respect to a material violation of applicable Law, except for any violations as would not reasonably be expected to have, individually or in the aggregate, a HiSoft Material Adverse Effect. (b) None of Company THiSoft, any of its Subsidiaries or any of their respective directors, officers or employees or, to Company THiSoft’s knowledge, any agent, or any other person acting for or on behalf of Company T HiSoft or any Subsidiary has (individually and collectively, a “Company T HiSoft Affiliate”), (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law; (ii) offered, paid, promised to pay, or authorized any payment or transfer of anything of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Entity (including any political party or official thereof), or to any candidate for political office (individually and collectively, a “Government Official”) Official for the purpose of (A) improperly influencing any act or decision of such Government Official in his official capacity, (B) improperly inducing such Government Official to do or omit to do any act in relation to his lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official to improperly influence or affect any act or decision of any Governmental Entity, in each case, in order to assist Company THiSoft, any Subsidiary, or any Company T HiSoft Affiliate in obtaining or retaining business for or with, or in directing business to, any Person; or (iii) accepted or received any unlawful contributions, payments, gifts, or expenditures. Company T HiSoft and its Subsidiaries have effective disclosure controls and procedures and an internal accounting controls system applicable to it and its Subsidiaries which are designed to provide reasonable assurances that violations of the FCPA, the PRC Anti-Bribery Laws or any similar law will be prevented, detected and deterred. (c) Company T HiSoft is aware of, and has been advised as to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the PRC Ministry of Commerce, the State Assets Supervision CSRC and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and the State Administration of Foreign Exchange (“SAFE”) SAFE on August 8, 2006 and effective as of September 8amended on June 22, 20062009. (d) Company T HiSoft and its Subsidiaries have taken all reasonable steps to comply with, and to cause their respective employee shareholders to comply with, applicable rules and regulations of the PRC Tax authority to the extent such rules and regulations are material, including taking reasonable steps to request their employee shareholders to complete registration and other procedures required under applicable rules and regulations of the PRC Tax authority to the extent such rules and regulations are material. (e) Company T HiSoft is aware of and has been advised as to the content of the PRC Anti-Monopoly Law, which became effective on August 1, 2008, and the related publicly available rules, regulations and guidelines issued by various PRC Governmental Entities (the “PRC Anti-Monopoly Law and Regulations”). All acquisitions and other similar transactions conducted by Company T HiSoft or any of its Subsidiaries have complied with the PRC Anti-Monopoly Law and Regulations. (f) Company T HiSoft has taken reasonable steps to comply with the Notice on the Administration of Foreign Exchange Matters for Domestic Individuals Participating in the Stock Incentive Plans of Overseas Listed Companies and related rules issued by SAFE, and has taken reasonable steps to cause its beneficiary shareholders who are PRC citizens residents to comply with SAFE’s Circular on Several Issues concerning Foreign Exchange Administration for Domestic Residents to Engage in Financing and in Return Investments via Overseas Special Purpose Companies (“SAFE Circular No. 75” ) 75 and related rules issued by SAFE with respect to their interest in Company T.HiSoft.

Permits; Compliance with Applicable Laws. (a) Company T and its Subsidiaries hold all material permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the “"Company T Permits”"), and are in material compliance with the terms of Company T Permits. Neither Company T nor any of its Subsidiaries is or has been in material violation of any Law applicable to Company T or its Subsidiaries (including the Foreign Corrupt Practices Act of 1977, as amended (the “"FCPA”"), the PRC Law on Anti-Unfair Competition adopted on September 2, 1993, if applicable, the Interim Rules on Prevention of Commercial Bribery issued by the PRC State Administration of Industry and Commerce on November 15, 1996, if applicable (collectively, the “"PRC Anti-Bribery Laws”"), and applicable rules and regulations of relevant PRC Governmental Entities). No investigation or review by any Governmental Entity with respect to Company T or its Subsidiaries is pending or, to Company T’s 's knowledge, threatened, nor to Company T’s 's knowledge has any Governmental Entity indicated an intention to conduct the same, in each case with respect to a material violation of applicable Law. (b) None of Company T, any of its Subsidiaries or any of their respective directors, officers or employees or, to Company T’s 's knowledge, any agent, or any other person acting for or on behalf of Company T or any Subsidiary has (individually and collectively, a “"Company T Affiliate”"), (i) made any bribe, influence payment, kickback, payoff, or any other type of payment that would be unlawful under any applicable Law; (ii) offered, paid, promised to pay, or authorized any payment or transfer of anything of value, directly or indirectly, to any officer, employee or any other person acting in an official capacity for any Governmental Entity (including any political party or official thereof), or to any candidate for political office (individually and collectively, a “"Government Official”") for the purpose of (A) improperly influencing any act or decision of such Government Official in his official capacity, (B) improperly inducing such Government Official to do or omit to do any act in relation to his lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official to improperly influence or affect any act or decision of any Governmental Entity, in each case, in order to assist Company T, any Subsidiary, or any Company T Affiliate in obtaining or retaining business for or with, or in directing business to, any Person; or (iii) accepted or received any unlawful contributions, payments, gifts, or expenditures. Company T and its Subsidiaries have effective disclosure controls and procedures and an internal accounting controls system applicable to it and its Subsidiaries which are designed to provide reasonable assurances that violations of the FCPA, the PRC Anti-Bribery Laws or any similar law will be prevented, detected and deterred. (c) Company T is aware of, and has been advised as to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the PRC Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“"CSRC”") and the State Administration of Foreign Exchange (“"SAFE”") on August 8, 2006 and effective as of September 8, 2006. (d) Company T and its Subsidiaries have taken all reasonable steps to comply with, and to cause their respective employee shareholders to comply with, applicable rules and regulations of the PRC Tax authority to the extent such rules and regulations are material, including taking reasonable steps to request their employee shareholders to complete registration and other procedures required under applicable rules and regulations of the PRC Tax authority to the extent such rules and regulations are material. (e) Company T is aware of and has been advised as to the content of the PRC Anti-Monopoly Law, which became effective on August 1, 2008, and the related publicly available rules, regulations and guidelines issued by various PRC Governmental Entities (the “"PRC Anti-Monopoly Law and Regulations”"). All acquisitions and other similar transactions conducted by Company T or any of its Subsidiaries have complied with the PRC Anti-Monopoly Law and Regulations. (f) Company T has taken reasonable steps to comply with the Notice on the Administration of Foreign Exchange Matters for Domestic Individuals Participating in the Stock Incentive Plans of Overseas Listed Companies and related rules issued by SAFE, and has taken reasonable steps to cause its beneficiary shareholders who are PRC citizens to comply with SAFE’s 's Circular on Several Issues concerning Foreign Exchange Administration for Domestic Residents to Engage in Financing and in Return Investments via Overseas Special Purpose Companies (“"SAFE Circular No. 75” " ) with respect to their interest in Company T.