Common use of Permits; Compliance with Laws Clause in Contracts

Permits; Compliance with Laws. (a) The Company and Company Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders from any Governmental Authority, or required by Governmental Authorities to be obtained, necessary for them to lawfully own, lease and operate their properties or to lawfully carry on their business (collectively, the “Permits”), and the Company and the Company Subsidiaries are in compliance in all material respects with the terms of all Permits. All material Permits from U.S. Governmental Authorities, and, to the knowledge of the Company, all Permits from non-U.S. Governmental Authorities, are valid and in full force and effect, and, since January 1, 2007, neither the Company nor any Company Subsidiary has received from a U.S. Governmental Authority or, to the knowledge of the Company, from a non-U.S. Governmental Authority, written notice to the effect that such Governmental Authority was considering the amendment, termination, revocation or cancellation of any Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Permit. (b) Neither the Company nor any Company Subsidiary is in default or violation of any Laws or Permits applicable to the Company or any Company Subsidiary, or by which any property or asset of the Company or any Company Subsidiary is bound, except for any such violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since January 1, 2007, neither the Company nor any Company Subsidiary has received written notice from a U.S. Governmental Authority or, to the knowledge of the Company, from a non-U.S. Governmental Authority, to the effect that such Governmental Authority claimed or alleged that the Company or any Company Subsidiary was not in compliance with all Laws applicable to the Company or any Company Subsidiary, any of their properties or other assets or any of their businesses or operations, other than, in the case of any written notice from a U.S. Governmental Authority, where the claimed or alleged noncompliance was immaterial. Notwithstanding anything contained in this Section 5.06(b), no representation or warranty shall be deemed to be made in this Section 5.06 in respect of the matters referenced in Section 5.07 or Section 5.12 or in respect of Tax or employee benefits matters.

Permits; Compliance with Laws. (a) The Except as would not have a Material Adverse Effect, each Group Company and Company Subsidiaries are is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders from ("Permits") of any Governmental Authority, or required by Governmental Authorities to be obtained, Authority necessary for them it to lawfully own, lease lease, operate and operate their use its properties and assets or to lawfully carry on their its business as it is now being conducted (collectively, the “Material Company Permits”), and ) as of the Company and date hereof (other than Permits which are being or will be applied for or obtained in the Company Subsidiaries are ordinary course in compliance in all material respects connection with the terms of all Permits. All material Permits from U.S. Governmental Authorities, and, to the knowledge opening of the Company, all relevant restaurant location). No suspension or cancellation of any of the Material Company Permits from non-U.S. Governmental Authorities, are valid and in full force and effect, and, since January 1, 2007, neither the Company nor any Company Subsidiary has received from a U.S. Governmental Authority is pending or, to the knowledge of the Company, from a non-U.S. Governmental Authority, written notice to the effect that such Governmental Authority was considering the amendment, termination, revocation or cancellation of any Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Permitthreatened. (b) Neither the Company nor any Company Subsidiary is in default or violation of any Laws or Permits applicable to the Company or any Company Subsidiary, or by which any property or asset of the Company or any Company Subsidiary is bound, except for any such violations which Except as would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect, no Group Company is in default, breach or violation of any Law applicable to it in material respects (including without limitation, (A) any Laws applicable to its business and (B) any Laws related to the protection of personal data) or by which any of its share, security, equity interest, property or asset is bound or affected. Since January 1To the knowledge of the Company, 2007, neither the no Group Company nor any Company Subsidiary has received written any notice from or communication in writing of any material non-compliance with any applicable Laws that has not been cured. (c) Except as would not have a U.S. Governmental Authority orMaterial Adverse Effect, to the knowledge of the Company, from no Group Company or any directors, officers, employees or agents that act on behalf of a non-U.S. Governmental AuthorityGroup Company (the “Company Representative”) have violated any Anticorruption Laws, to the effect that such Governmental Authority claimed or alleged that the nor has any Group Company or any Company Subsidiary was not in compliance with all Laws applicable Representative offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any Government Official or to any Person under circumstances where a Group Company or any Company SubsidiaryRepresentative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a Person: (i) for the purpose of: (A) influencing any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of their lawful duties; (C) securing any improper advantage; (D) inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. No Group Company or any Company Representative has received any notice, request or citation for any actual or potential noncompliance with any of their properties or other assets or any of their businesses or operations, other than, in the case of any written notice from a U.S. Governmental Authority, where the claimed or alleged noncompliance was immaterial. Notwithstanding anything contained foregoing in this Section 5.06(b3.06(d). (e) No officer, no representation director or warranty shall be deemed employee of any Group Company is a Government Official. (f) Each Group Company has maintained complete and accurate books and records, including records of payments to be made in this Section 5.06 in respect any agents, consultants, representatives, third parties and, Government Officials to the extent as required by GAAP. (g) No Group Company nor, to the knowledge of the matters referenced Company, any Company Representative (i) is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department; or (ii) has violated, or operated not in compliance with, any applicable economic sanctions, export restrictions, anti-boycott regulations or embargo regulations. (h) This Section 5.07 or 3.06 does not relate to Taxes, which are the subject of Section 5.12 or in respect of Tax or employee benefits matters3.15.

Permits; Compliance with Laws. (a) The Company Group is, and Company Subsidiaries are for the last three years has been, in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals variances, exemptions, approvals, orders, registrations and orders from clearances of any Governmental AuthorityEntity (each, or a “Permit”) required by Governmental Authorities for the Company Group to be obtained, necessary for them to lawfully own, lease and operate their its properties or and assets, and to lawfully carry on their business and operate its businesses as currently conducted (collectively, the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to have such Company Permit, or the failure of any Company Permit to be in full force and effect, individually or in the aggregate, would not reasonably be expected to be material to the Company Group, taken as a whole. Except as set forth in ‎‎Section 3.06(a) of the Company Disclosure Schedule or as, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Company Group, taken as a whole, in the last three years: (i) no Company Permit has been revoked, suspended, terminated or materially impaired, (ii) no member of the Company Group is or has been in default or violation, in any respect (beyond any applicable notice and cure period), of any Company Permits and (iii) no member of the Company Group has received any written notice regarding any of the matters set forth in the foregoing clauses (i) and (ii). There are no actions pending or, to the knowledge of the Company, threatened, that seek the revocation, cancellation or modification of any Company Permit, except where such revocation, cancellation or modification, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Company Group, taken as a whole. (b) In the last three years, (i) the Company Group has been in compliance with all Laws applicable to the Company Group and their respective businesses, properties, assets and activities and with all Orders to which the Company Group are subject and (ii) no member of the Company Group has received any written notice alleging any such noncompliance, in each case, except for such noncompliance as, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Company Group, taken as a whole. (c) During the past five (5) years, neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its Subsidiaries, has, in the course of its actions for, or on behalf of, any of them, (i) used any company funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from company funds; (iii) violated any provision of any applicable Anti-corruption Laws; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. At all times during the five (5) years prior to the date of this Agreement, the Company and the Company its Subsidiaries are in compliance in all material respects with the terms of all Permits. All material Permits from U.S. Governmental Authoritiesand their respective directors and officers, and, to the knowledge of the Company, their respective other employees or agents (in their capacity as such) have been in compliance with all Permits from non-U.S. Governmental Authoritiesapplicable Specified Business Conduct Laws, are valid except where the failure to maintain such compliance would not reasonably be expected to be material to the Company and in full force and effectits Subsidiaries, and, since January 1, 2007taken as a whole. During the five (5) years prior to the date of this Agreement, neither the Company nor any Company Subsidiary of its Subsidiaries has (A) received any written communication from a U.S. Governmental Authority or, Entity (x) related to the knowledge of the Company, from any investigation or inquiry with respect to a non-U.S. Governmental Authority, written notice to the effect that such Governmental Authority was considering the amendment, termination, revocation or cancellation of any Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Permit. (b) Neither the Company nor any Company Subsidiary is in default or potential violation of any Laws or Permits applicable to by the Company or any Company Subsidiaryof its Subsidiaries or any Representative thereof of any Specified Business Conduct Laws, or by which any property or asset of the Company or any Company Subsidiary is bound, except for any such violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since January 1, 2007, neither the Company nor any Company Subsidiary has received written notice from a U.S. Governmental Authority or, to the knowledge of the Company, from a non-U.S. Governmental Authority, to the effect (y) that such Governmental Authority claimed or alleged alleges that the Company or any Company Subsidiary was not in compliance with all Laws applicable to the Company of its Subsidiaries or any Company SubsidiaryRepresentative thereof is in violation of any Specified Business Conduct Laws or (B) had a customer or supplier or other business relationship with, has been a party to any Contract with, or has engaged in any transaction with, any Person (1) that is located, organized or domiciled in or that is a citizen of their properties a country or territory subject to comprehensive sanctions (including Iran, Syria, Cuba, North Korea, Russia, the Crimea region of Ukraine, the so‑called Donetsk People’s Republic and the so‑called Luhansk People’s Republic) or (2) that is the target of any international economic or trade sanction administered or enforced by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury, the United Kingdom Export Control Organization or other assets or any of their businesses or operations, other than, in relevant sanctions authority (including being listed on the case of any written notice from a U.S. Governmental Authority, where the claimed or alleged noncompliance was immaterial. Notwithstanding anything contained in this Section 5.06(bSpecially Designated Nationals and Blocked Persons List administered by OFAC), no representation or warranty shall be deemed to be made in this Section 5.06 in respect of the matters referenced in Section 5.07 or Section 5.12 or in respect of Tax or employee benefits matters.

Permits; Compliance with Laws. (a) The Company and Company its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders from any Governmental Authority, or required by Governmental Authorities to be obtained, necessary for them the Company and its Subsidiaries to lawfully own, lease and operate their properties or to lawfully carry on their business as it is now being conducted or to own, lease or operate their properties (collectively, the “Company Permits”), all Company Permits are in full force and effect and no suspension or cancellation of any of the Company and the Company Subsidiaries are in compliance in all material respects with the terms of all Permits. All material Permits from U.S. Governmental Authorities, andis pending or, to the knowledge Knowledge of the Company, all Permits from non-U.S. Governmental Authoritiesthreatened, are valid and except where the failure to be in possession of or be in full force and effect, andor the suspension or cancellation of, since January 1, 2007, neither any of the Company nor any Permits would not have a Company Subsidiary has received from a U.S. Governmental Authority or, to the knowledge of the Company, from a non-U.S. Governmental Authority, written notice to the effect that such Governmental Authority was considering the amendment, termination, revocation or cancellation of any Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any PermitMaterial Adverse Effect. (b) Neither None of the Company nor or any Company Subsidiary is of its Subsidiaries is, and since January 1, 2011 none have been, in default or violation of any Laws or Permits (i) Law applicable to the Company or Company, any Company Subsidiary, of its Subsidiaries or by which any property of their respective properties or asset of the assets are bound or (ii) Company or any Company Subsidiary is boundPermit, except for any such defaults or violations which that would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect. Since . (c) Except as would not have a Company Material Adverse Effect, since January 1, 2007, neither the Company nor any Company Subsidiary has received written notice from a U.S. Governmental Authority or2011, to the knowledge Knowledge of the Company: (i) none of the Company, from its Subsidiaries or any of their respective officers, directors, employees or agents (individually and collectively, a non-U.S. “Company Representative”) have (A) unlawfully used any corporate funds for any contribution, gift, entertainment or other expense relating to political activity, (B) made any bribe, influence payment, kickback or other similar unlawful payment, (C) made any unlawful payment, nor offered, gave, promised to give, or authorized the giving of anything of value to any officer, employee or any other Person acting in an official capacity for any Governmental Authority, to any political party or official thereof, or to any candidate for political office (individually and collectively, a “Government Official”) or to any person under circumstances where the effect Company, its Subsidiary, or Company Representative knew or had reason to know that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of (1) influencing any act or decision of such Government Official in his official capacity, (2) inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) securing any improper advantage, or (4) inducing such Government Official to influence or affect any act or decision of any Governmental Authority claimed or alleged that Authority, in each case, in order to assist the Company Company, its Subsidiaries or any Company Subsidiary was not Representative in compliance with all Laws applicable to obtaining or retaining business for or with, or in directing business to, any person and (ii) (A) none of the Company Company, its Subsidiaries or any Company SubsidiaryRepresentative has violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, and any rules or regulations promulgated thereunder (the “FCPA”); and (B) the Company and its Subsidiaries make and keep books, records, and accounts that are intended to accurately and fairly reflect transactions and the distribution of their properties or other assets or any the Company’s and the Subsidiaries’ assets, and to devise and maintain a system of their businesses or operations, other thaninternal accounting controls intended to provide reasonable assurances that actions are taken in accordance with management’s directives and are properly recorded, in each case in accordance with the case of any written notice from a U.S. Governmental Authority, where the claimed or alleged noncompliance was immaterial. Notwithstanding anything contained in this Section 5.06(b), no representation or warranty shall be deemed to be made in this Section 5.06 in respect of the matters referenced in Section 5.07 or Section 5.12 or in respect of Tax or employee benefits mattersFCPA.

Permits; Compliance with Laws. (a) The Consolidated Company and Company Subsidiaries are in possession of all franchises, grants, authorizations(i) has the governmental or other regulatory approvals, licenses, permitscertificates, consents, certificates, approvals permits and orders from any Governmental Authority, or required by Governmental Authorities to be obtained, other authorizations (collectively "Permits") in accordance with applicable Laws which are necessary for them it to lawfully ownconduct its business, lease and operate their properties or to lawfully carry on their business (collectively, the “Permits”), and the Company and the Company Subsidiaries are in compliance in all material respects with the terms each of all Permits. All material Permits from U.S. Governmental Authorities, and, to the knowledge of the Company, all Permits from non-U.S. Governmental Authorities, are valid and which is in full force and effect, and, since January 1, 2007, neither is final and not subject to review on appeal and is not the Company nor subject of any Company Subsidiary has received from a U.S. Governmental Authority pending or, to the knowledge Knowledge of the Company, from threatened attack by direct or collateral proceedings, and (ii) is in compliance with each such Permit, except where the failure to so obtain or comply would not be reasonably likely to result in a non-U.S. Governmental Authority, written notice to the effect that such Governmental Authority was considering the amendment, termination, revocation or cancellation of any Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any PermitCompany Material Adverse Effect. (b) Since its date of organization, the Consolidated Company has not, to the Knowledge of the Company, been the subject of any investigation conducted by any grand jury, administrative agency or other Governmental Body. The Consolidated Company has not and, to the Knowledge of the Company, its officers, directors and employees have not, directly or indirectly, made, authorized or received any payment, contribution or gift of money, property, or services, in violation of applicable law, (i) as a kickback or bribe to any Person or (ii) to any political organization or the holder of, or any aspirant to, any elective or appointive office of any Governmental Body. The Consolidated Company has not and, to the Knowledge of the Company, its officers, directors and employees have not, directly or indirectly, made, authorized or received any payment, contribution or gift of money, property, or services, in violation of applicable law, (x) as a kickback or bribe to any Person or (y) to any political organization or the holder of, or any aspirant to, any elective or appointive office of any Governmental Body. (c) Neither the Company nor any Company Subsidiary of its Subsidiaries is in default or violation of (i) its charter, bylaws or other organizational documents; (ii) any Laws applicable Law; or Permits applicable to (iii) any Order of any Governmental Body having jurisdiction over the Company or any Company Subsidiary, or by which any property or asset of the Company or any Company Subsidiary is bound, except for any such violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since January 1, 2007, neither the Company nor any Company Subsidiary has received written notice from a U.S. Governmental Authority or, to the knowledge of the Consolidated Company, from a non-U.S. Governmental Authority, to the effect that such Governmental Authority claimed or alleged that the Company or any Company Subsidiary was not in compliance with all Laws applicable to the Company or any Company Subsidiary, any of their properties or other assets or any of their businesses or operations, other thanexcept, in the case of clauses (ii) and (iii), for any violations that would not be reasonably likely to have a Company Material Adverse Effect. No written notice from a U.S. Governmental Authorityof any such violation or non-compliance has been received by the Company or any of its Subsidiaries since December 31, where the claimed or alleged noncompliance was immaterial. Notwithstanding anything contained in this Section 5.06(b), no representation or warranty shall be deemed to be made in this Section 5.06 in respect of the matters referenced in Section 5.07 or Section 5.12 or in respect of Tax or employee benefits matters2003.

Permits; Compliance with Laws. (a) The Each Group Company and Company Subsidiaries are is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders from issued by any Governmental Authority, or required by Governmental Authorities to be obtained, Authority necessary for them it to lawfully own, lease lease, operate and operate their use its properties and assets or to lawfully carry on their its business as it is now being conducted (collectively, the “Material Company Permits”), and no suspension or cancellation of any of the Material Company and the Company Subsidiaries are in compliance in all material respects with the terms of all Permits. All material Permits from U.S. Governmental Authorities, andis pending or, to the knowledge of the Company, all threatened, except, in each case, where the failure to be in possession of a Material Company Permit or the suspension or cancellation of any Material Company Permit would not constitute a Material Adverse Effect. All such Material Company Permits from non-U.S. Governmental Authorities, are valid and in full force and effect, andexcept for any invalidity or ineffectiveness that would not constitute a Material Adverse Effect. (b) No Group Company is in default, since January 1breach or violation of (i) any Law applicable to it (including without limitation, 2007(A) any Law applicable to its business, neither and (B) any Law related to the protection of personal data) or by which any of its share, security, equity interest, property or asset is bound or affected, or (ii) any Contract, Material Company Permit or obligation to which it is a party or by which it or any of its shares, securities, equity interests, properties or assets is bound, except, in each case, for any conflict, default, breach or violation as would not constitute a Material Adverse Effect. To the knowledge of the Company, no Group Company has received any notice or communication of any material non-compliance with any applicable Law that has not been cured, except for any noncompliance, defaults, breach or violations that would not constitute a Material Adverse Effect. (c) Neither any Group Company, nor any Company Subsidiary has received from a U.S. Governmental Authority ordirector or officer of any Group Company, nor, to the knowledge of the Company, from any employee of any Group Company or agent acting on behalf of any Group Company, has offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to: (i) any Government Official in order to improperly (A) influence any act or decision of any Government Official, (B) induce such Government Official to use his or its influence with a non-U.S. Governmental Authority, written notice to the effect that such Governmental Authority was considering the amendmentor (C) otherwise secure any improper advantage; or (ii) any other person in any manner that would constitute commercial bribery or an illegal kickback, termination, revocation or cancellation of would otherwise violate any Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Permitapplicable Anticorruption Law. (bd) Neither the any Group Company nor any Company Subsidiary is in default or violation of any Laws or Permits applicable to the Company or any Company Subsidiary, or by which any property or asset of the Company or any Company Subsidiary is bound, except for any such violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since January 1, 2007, neither the Company nor any Company Subsidiary has received written notice from a U.S. Governmental Authority ornor, to the knowledge of the Company, from a non-U.S. Governmental Authorityany director, to the effect that such Governmental Authority claimed officer, employee, representative, agent or alleged that the Company affiliate of any Group Company, or any person or entity acting on behalf of any Group Company Subsidiary was (i) is currently subject to or the target of any U.S. sanctions administered by the Office of Foreign Assets Control of U.S. Treasury Department or (ii) has violated, or operated not in compliance with all Laws any applicable to the Company export restriction, anti-boycott regulation or any Company Subsidiary, any of their properties or other assets or any of their businesses or operations, other than, in the case of any written notice from a U.S. Governmental Authority, where the claimed or alleged noncompliance was immaterial. Notwithstanding anything contained in this Section 5.06(b), no representation or warranty shall be deemed to be made in this Section 5.06 in respect of the matters referenced in Section 5.07 or Section 5.12 or in respect of Tax or employee benefits mattersembargo regulation.

Permits; Compliance with Laws. (a) The Each of the Company and Company its Subsidiaries are is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, registrations, approvals and orders from other permits of any Governmental Authority, or required by Governmental Authorities to be obtained, Entity (“Permits”) necessary for them it to lawfully own, lease and operate their its properties and assets or to lawfully carry on their its business as it is now being conducted (collectively, the “Company Permits”), and the all such Company and the Company Subsidiaries Permits are in compliance in all material respects with the terms of all Permits. All material Permits from U.S. Governmental Authorities, and, to the knowledge of the Company, all Permits from non-U.S. Governmental Authorities, are valid and in full force and effect, andexcept where the failure to hold such Company Permits, since January 1or the failure to be in full force and effect, 2007would not be reasonably expected to result in (x) a material settlement or fine or (y) material change in the conduct of business of the entity required to hold such Company Permit as currently conducted relating, neither in the case of this clause (y), to a material portion of the revenues or earnings of the Company nor and its Subsidiaries, taken as a whole (an “Adverse Permit Effect”). No suspension or cancellation of any of the Company Subsidiary has received from a U.S. Governmental Authority Permits is pending or, to the knowledge Knowledge of the Company, from a non-U.S. Governmental Authoritythreatened, written notice to the effect that except where such Governmental Authority was considering the amendment, termination, revocation suspension or cancellation of any Permitwould not be reasonably expected to result in an Adverse Permit Effect. The consummation of the MergerCompany and its Subsidiaries are not in violation or breach of, in and of itselfor default under, will not cause the revocation or cancellation of any Permit. (b) Neither the Company nor any Company Subsidiary is Permit, except where such violation, breach or default would not be reasonably expected to result in an Adverse Permit Effect. No event or condition has occurred or exists which would result in a violation of, breach, default or violation loss of any Laws or Permits applicable to the Company or any Company Subsidiarya benefit under, or by which any property or asset acceleration of an obligation of the Company or any of its Subsidiaries under, any Company Subsidiary is boundPermit (in each case, with or without notice or lapse of time or both), except for any such violations which violations, breaches, defaults, losses or accelerations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since January 1No such suspension, 2007cancellation, neither violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses or accelerations that would not would not be reasonably expected to result in an Adverse Permit Effect. (b) Neither the Company nor any Company Subsidiary has received written notice from a U.S. Governmental Authority orof its Subsidiaries is, to the knowledge and since January 1, 2005, each of the CompanyCompany and its Subsidiaries has not been, from a non-U.S. Governmental Authorityin conflict with, to the effect that such Governmental Authority claimed or alleged that the Company in default or violation of, (i) any Company Subsidiary was not in compliance with all Laws applicable to the Company or such Subsidiary or by which any of the Company Assets is bound or (ii) any Company Subsidiary, any of their properties or other assets or any of their businesses or operations, other thanPermits, in the each case of in any written notice from a U.S. Governmental Authority, where the claimed or alleged noncompliance was immaterial. Notwithstanding anything contained in this Section 5.06(b), no representation or warranty shall be deemed to be made in this Section 5.06 in respect of the matters referenced in Section 5.07 or Section 5.12 or in respect of Tax or employee benefits mattersmaterial respect.

Permits; Compliance with Laws. (a) The Each Group Company and Company Subsidiaries are is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders from of any Governmental Authority, or required by Governmental Authorities to be obtained, Authority necessary for them such Group Company to lawfully own, lease lease, operate and operate their use its properties and assets or to lawfully carry on their its business as it is now being conducted, except for any such franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders the absence of which would not reasonably be expected to have a Company Material Adverse Effect (collectively, the “Material Company Permits”), and . Except as set forth in Section 3.06(a) of the Company and the Company Subsidiaries are in compliance in all material respects with the terms of all Permits. All material Permits from U.S. Governmental AuthoritiesDisclosure Schedule, and, to the knowledge as of the Companydate hereof, all (i) no suspension or cancellation of any of the Material Company Permits from non-U.S. Governmental Authorities, are valid and in full force and effect, and, since January 1, 2007, neither the Company nor any Company Subsidiary has received from a U.S. Governmental Authority is pending or, to the knowledge of the Company, from a non-U.S. threatened and (ii) all approvals of, and filings and registrations and other requisite formalities with, Governmental Authority, written notice Authorities in the People’s Republic of China (“PRC”) that are material to the effect Group Companies, taken as a whole, and are required to be obtained or made by each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including but not limited to registrations with the State Administration for Industry and Commerce (“SAIC”), the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws. Each Group Company that such Governmental Authority was considering is organized in the amendment, termination, revocation or cancellation of any Permit. The consummation of the MergerPRC has complied, in all material respects, with all applicable PRC Laws regarding the contribution and payment of itself, will not cause the revocation or cancellation of any Permitits registered capital. (b) Neither the Company nor any Company Subsidiary is in default or violation of any Laws or Permits applicable to the Company or any Company Subsidiary, or by which any property or asset of the Company or any Company Subsidiary is bound, except for any such violations which Except as has not had and would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect, no Group Company is in conflict with, or in default, breach or violation of (i) any Law applicable to it (including without limitation, (A) any Laws applicable to its business, (B) any Tax Laws, and (C) any Laws related to the protection of personal data) or by which any of its share, security, equity interest, property or asset is bound or affected, or (ii) any Contract, Material Company Permit or obligation to which it is a party or by which it or any of its share, security, equity interest, property or asset is bound. Since January 1, 20072009, neither no Group Company has received any written notice or communication of any material non-compliance with any applicable Laws that has not been cured. No Group Company or any of its shareholders, directors, officers, employees, agents or consultants, to the knowledge of the Company, acting on behalf of any Group Company (a “Company Representative”) has violated any Anticorruption Laws, nor has any Group Company or any Company Subsidiary Representative offered, paid, promised to pay, or authorized the payment of any money, or the giving of anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a Government Official, for the purpose of: (A) influencing any act or decision of a Government Official in their official capacity; (B) inducing a Government Official to do or omit to do any act in violation of their lawful duties; (C) securing any improper advantage; (D) inducing a Government Official to influence or affect any act or decision of any Government Entity; or (E) assisting a Group Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or to a person in violation in material respects laws governing commercial bribery, acceptance of, or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage. (c) No Group Company has received written notice from conducted or initiated any internal investigation or made a U.S. Governmental Authority voluntary, directed or involuntary disclosure to any Government Entity with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. No Group Company or, to the knowledge of the Company, any Company Representative has received any notice, request or citation for any actual or potential noncompliance with any of the foregoing in this Section 3.06(c). (d) To the knowledge of the Company, no officer, director or employee of any Group Company is a Government Official. (e) To the knowledge of the Company, each Group Company has maintained books and records in accordance with GAAP in all material respects, including records of payments to any agents, consultants, representatives, third parties and Government Officials. (f) To the knowledge of the Company and except as set forth in Section 3.06(f) of the Company Disclosure Schedule, (i) each holder or beneficial owner of Shares and/or Company Equity Awards who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 7 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”) has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company, (ii) neither the Company nor such holder has received any oral or written inquiries, notifications, orders or any other forms of official correspondence from a SAFE or any of its local branches with respect to any actual or alleged non-U.S. Governmental Authoritycompliance with the SAFE Rules and Regulations; and (iii) the Company and such holder have made all oral or written filings, registrations, reporting or any other communications required by SAFE or any of its local branches applicable thereto. (g) No Group Company, nor, to the effect that such Governmental Authority claimed knowledge of the Company, any director, officer, employee, representative, agent or alleged that affiliate of any Group Company, (i) is currently subject to any U.S. sanctions administered by the Company Office of Foreign Assets Control of the U.S. Treasury Department or any Company Subsidiary was (ii) has violated, or operated not in compliance with all Laws applicable to the Company or any Company Subsidiarywith, any of their properties applicable export restrictions, anti-boycott regulations or other assets or any of their businesses or operations, other than, in the case of any written notice from a U.S. Governmental Authority, where the claimed or alleged noncompliance was immaterial. Notwithstanding anything contained in this Section 5.06(b), no representation or warranty shall be deemed to be made in this Section 5.06 in respect of the matters referenced in Section 5.07 or Section 5.12 or in respect of Tax or employee benefits mattersembargo regulations.

Permits; Compliance with Laws. (a) The Company is, and has at all times in the past three (3) years been, in compliance in all material respects with (i) all Laws that are applicable to the Company Subsidiaries are in possession or to the conduct of the Company’s business or operations and (ii) all Permits. The Company possesses all registrations, licenses, clearances, approvals, franchises, grantscertificates, exemptions, authorizations, licensesconsents and permits issued by, permitsand have made all declarations and filings with, consents, certificates, approvals and orders from any Governmental Authority, or required by the appropriate Governmental Authorities or regulatory agencies as may be necessary under applicable Laws to be obtainedown its properties, necessary for them to lawfully own, lease develop and operate their properties or to lawfully carry on their commercialize the Company Products and otherwise conduct its business as currently conducted (collectively, the “Permits”). Except as would not reasonably be expected to be material to the Company, as of the date hereof, the Company has not received any written notice or other written communication regarding any actual or possible violation of or failure to comply with any Permit or any Law applicable to the Company or to the conduct of the Company’s business or operations. (b) Copies of all Permits have been made available to Buyer. All such Permits have been validly issued or obtained, are, and after the Company consummation of the transactions contemplated by this Agreement will be, in full force and the Company Subsidiaries are in compliance in all material respects with the terms of all Permits. All material Permits from U.S. Governmental Authoritieseffect, and, and to the knowledge of the Company, all Permits from non-U.S. Governmental Authorities, are valid and in full force and effect, and, since January 1, 2007, neither the Company nor any Company Subsidiary no event has received from a U.S. Governmental Authority or, to the knowledge of the Company, from a non-U.S. Governmental Authority, written notice to the effect that such Governmental Authority was considering the amendment, termination, revocation or cancellation of any Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Permit. (b) Neither the Company nor any Company Subsidiary is in default or violation of any Laws or Permits applicable to the Company or any Company Subsidiaryoccurred which allows, or by which any property after notice or asset lapse of the Company or any Company Subsidiary is bound, except for any such violations which time would not, individually or in the aggregate, reasonably be expected to have allow, revocation, termination or material impairment of any such Permit. All applications, notifications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom, utilized as the basis for or submitted in connection with any and all requests for a Material Adverse Effect. Since January 1Permit, 2007, neither when submitted to the Company nor any Company Subsidiary has received written notice from a U.S. applicable Governmental Authority orwere true, to the knowledge complete and correct as of the Companydate of submission, from a non-U.S. Governmental Authorityand/or any required updates, changes, corrections or modifications to the effect that such applications, notifications, submissions, information, claims, reports and/or statistics have been submitted to such Governmental Authority claimed or alleged that the Company or any Company Subsidiary was not in compliance with all Laws applicable to the Company or any Company Subsidiary, any of their properties or other assets or any of their businesses or operations, other than, in the case of any written notice from a U.S. Governmental Authority, where the claimed or alleged noncompliance was immaterial. Notwithstanding anything contained in this Section 5.06(b), no representation or warranty shall be deemed to be made in this Section 5.06 in respect of the matters referenced in Section 5.07 or Section 5.12 or in respect of Tax or employee benefits mattersregulatory agencies.

Permits; Compliance with Laws. (ai) The Such Company and Company Subsidiaries are in possession its Subsidiaries, or the management companies for the Properties of such Company, own and/or possess all franchises, grants, authorizations, licenses, permitseasements, consents, certificates, permits, licenses (including liquor licenses), variances, authorizations, exemptions, orders, registrations and approvals and orders from any of all Governmental Authority, or required by Governmental Authorities to be obtained, Entities (the “Permits”) necessary for them it to lawfully own, lease and operate their the properties and assets of such Company or to lawfully carry on their the business (collectivelyof such Company as it is now being conducted by such Company, except where the “failure to have such Permits”), and individually or in the Company and the Company Subsidiaries are in compliance in all material respects with the terms of all Permitsaggregate, would not have a Material Adverse Effect on such Company. All material such Permits from U.S. Governmental Authorities, and, to the knowledge of the Company, all Permits from non-U.S. Governmental Authorities, such Company are valid and in full force and effect, and, since January 1, 2007, neither the . Neither such Company nor any Subsidiary of such Company Subsidiary has received from a U.S. Governmental Authority notice that any suspension, modification or revocation of any Permit is pending or, to the knowledge Knowledge of the such Company, from a non-U.S. Governmental Authoritythreatened nor, written notice to the effect that Knowledge of such Governmental Authority was considering Company, do grounds exist for any such action, except for such suspensions, modifications or revocations, individually or in the amendmentaggregate, termination, revocation or cancellation of any Permit. The consummation of the Merger, in and of itself, will as would not cause the revocation or cancellation of any Permithave a Material Adverse Effect on such Company. (bii) Neither the such Company nor any Company Subsidiary is in default of its Subsidiaries has violated or violation failed to comply with any such Permit, or any statute, law, ordinance, regulation, rule, judgment, decree or order of any Laws or Permits Governmental Entity applicable to the Company its business, properties or any Company Subsidiary, or by which any property or asset of the Company or any Company Subsidiary is boundoperations, except for any such violations which and failures to comply that would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. Since January 1, 2007Effect on such Company. (iii) To the Knowledge of such Company, neither the such Company nor any Subsidiary of such Company Subsidiary has received written notice from a U.S. Governmental Authority ornor any director, to the knowledge officer, agent or employee of the Company, from a non-U.S. Governmental Authority, to the effect that such Governmental Authority claimed or alleged that the Company or any Subsidiary of such Company Subsidiary was not has taken any action, directly or indirectly, that would constitute a violation in compliance with all Laws applicable to any material respect by such Persons of the Company Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including making use of the mails or any Company Subsidiarymeans or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any of their properties money, or other assets property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any of their businesses foreign political party or operations, other thanofficial thereof or any candidate for foreign political office, in the case of any written notice from a U.S. Governmental Authority, where the claimed or alleged noncompliance was immaterial. Notwithstanding anything contained in this Section 5.06(b), no representation or warranty shall be deemed to be made in this Section 5.06 in respect contravention of the matters referenced in Section 5.07 or Section 5.12 or in respect of Tax or employee benefits mattersFCPA.

Permits; Compliance with Laws. (a) The Except as would not have a Material Adverse Effect, each Group Company and Company Subsidiaries are is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders from of any Governmental Authority, or required by Governmental Authorities to be obtained, Authority necessary for them it to lawfully own, lease lease, operate and operate their use its properties and assets or to lawfully carry on their its business as it is now being conducted (collectively, the “Material Company Permits”), and the Company and the Company Subsidiaries are in compliance in all material respects with the terms of all Permits. All material Permits from U.S. Governmental Authorities, and, to the knowledge ) as of the Company, all date hereof. No suspension or cancellation of any of the Material Company Permits from non-U.S. Governmental Authorities, are valid and in full force and effect, and, since January 1, 2007, neither the Company nor any Company Subsidiary has received from a U.S. Governmental Authority is pending or, to the knowledge of the Company, from a non-U.S. Governmental Authority, written notice to the effect that such Governmental Authority was considering the amendment, termination, revocation or cancellation of any Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Permitthreatened. (b) Neither the No Group Company nor any Company Subsidiary (i) is in default default, breach or violation of any Laws or Permits Law applicable to it (including any Laws applicable to its business and any Laws related to the Company or any Company Subsidiary, protection of personal data) or by which any of its share, security, equity interest, property or asset is bound or affected, or (ii) has received any notice or communication in writing of the Company or any Company Subsidiary is bound, except for material non-compliance with any such violations which applicable Laws that has not been cured. (c) Except as would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect. Since January 1, 2007, neither the Company nor any Company Subsidiary has received written notice from a U.S. Governmental Authority or, to the knowledge of the Company, from no Group Company or any directors, officers, employees or agents that act on behalf of a non-U.S. Governmental AuthorityGroup Company (the “Company Representative”) have violated any Anticorruption Laws, to the effect that such Governmental Authority claimed or alleged that the nor has any Group Company or any Company Subsidiary was not in compliance with all Laws applicable Representative offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of Anything of Value, to any Government Official or to any Person under circumstances where a Group Company or any Company SubsidiaryRepresentative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a Person: (i) for the purpose of: (A) influencing any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of their lawful duties; (C) securing any improper advantage; (D) inducing a Government Official to influence or affect any act or decision of any Government Entity; or (E) assisting a Group Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. No Group Company or any Company Representative has received any notice, request or citation for any actual or potential noncompliance with any of their properties or other assets or any of their businesses or operations, other than, in the case of any written notice from a U.S. Governmental Authority, where the claimed or alleged noncompliance was immaterial. Notwithstanding anything contained foregoing in this Section 5.06(b3.06(d). (e) No officer, no representation director or warranty shall be deemed employee of any Group Company is a Government Official. (f) Each Group Company has maintained complete and accurate books and records, including records of payments to be made in this Section 5.06 in respect any agents, consultants, representatives, third parties and, Government Officials to the extent required by GAAP. (g) No Group Company nor, to the knowledge of the matters referenced Company, any Company Representative (i) is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department; or (ii) has violated, or operated not in compliance with, any applicable economic sanctions, export restrictions, anti-boycott regulations or embargo regulations. (h) This Section 5.07 or 3.06 does not relate to Taxes, which are the subject of Section 5.12 or in respect of Tax or employee benefits matters3.15.

Permits; Compliance with Laws. (ai) The Company, its Subsidiaries or the management companies for the Company and Company Subsidiaries are in possession of Properties own and/or possess all franchises, grants, authorizationseasements, licensesconsents, certifications, clearances, permits, consentslicenses (including liquor licenses), certificatesvariances, authorizations, exemptions, orders, registrations and approvals and orders from any of all Governmental Authority, or required by Governmental Authorities to be obtained, Entities necessary for them it to lawfully own, lease and operate their properties or the Company Properties and assets and to lawfully carry on their its business as it is now being conducted (collectively, the “Permits”), except where the failure to have such Permits would not have a Company Material Adverse Effect. Each of the Company, its Subsidiaries and, to the Knowledge of the Company, the management companies referred to above is, and the Company and the Company Subsidiaries are since January 1, 2009, has been, in compliance in all material respects with the terms of all the Permits. All material such Permits from U.S. Governmental Authorities, and, to the knowledge of the Company, all Permits from non-U.S. Governmental Authorities, are valid and in full force and effect. None of the Company or any of its Subsidiaries has received notice that any suspension, andmodification or revocation of any of the Permits is pending or, since January 1to the Knowledge of the Company, 2007threatened nor, to the Knowledge of the Company, do grounds exist for any such action except for such suspensions, modifications or revocations as would not have a Company Material Adverse Effect. (ii) Except as disclosed in the Company SEC Documents filed at least two Business Days prior to the date of this Agreement, neither the Company nor any Company Subsidiary has received from a U.S. Governmental Authority or, to the knowledge of the Company, from a non-U.S. Governmental Authority, written notice ’s Subsidiaries has violated or failed to the effect that such Governmental Authority was considering the amendment, termination, revocation comply with any Permit or cancellation any Applicable Law of any Permit. The consummation of Governmental Entity applicable to its business, properties or operations, except for violations and failures to comply that would not, individually or in the Mergeraggregate, reasonably be expected to result in and of itself, will not cause the revocation or cancellation of any Permita Company Material Adverse Effect. (biii) Neither the Company nor any Company Subsidiary is in default or violation of any Laws or Permits applicable to the Company or any Company Subsidiary, or by which any property or asset of the Company or any Company Subsidiary is bound, except for any such violations which Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since January 1, 2007, neither the Company nor any Company Subsidiary has received written notice from a U.S. Governmental Authority orof its Subsidiaries, to the knowledge nor any director, officer, agent or employee of the Company, from a non-U.S. Governmental Authority, to the effect that such Governmental Authority claimed or alleged that the Company or any Company Subsidiary was not in compliance with all Laws applicable of its Subsidiaries, has (A) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to the Company political activity, (B) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any Company Subsidiaryother Person, or (C) taken any action, directly or indirectly, that would constitute a violation in any material respect by such Persons of their properties the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other assets property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any of their businesses foreign political party or operations, other thanofficial thereof or any candidate for foreign political office, in the case of any written notice from a U.S. Governmental Authority, where the claimed or alleged noncompliance was immaterial. Notwithstanding anything contained in this Section 5.06(b), no representation or warranty shall be deemed to be made in this Section 5.06 in respect contravention of the matters referenced in Section 5.07 or Section 5.12 or in respect of Tax or employee benefits mattersFCPA.

Permits; Compliance with Laws. (a) The Consolidated Company and Company Subsidiaries are in possession of all franchises, grants, authorizations(i) has the governmental or other regulatory approvals, licenses, permitscertificates, consents, certificates, approvals permits and orders from any Governmental Authority, or required by Governmental Authorities to be obtained, necessary for them to lawfully own, lease and operate their properties or to lawfully carry on their business other authorizations (collectively, the collectively “Permits”)) in accordance with applicable Laws which are necessary for it to conduct its business, and the Company and the Company Subsidiaries are in compliance in all material respects with the terms each of all Permits. All material Permits from U.S. Governmental Authorities, and, to the knowledge of the Company, all Permits from non-U.S. Governmental Authorities, are valid and which is in full force and effect, and, since January 1, 2007, neither is final and not subject to review on appeal and is not the Company nor subject of any Company Subsidiary has received from a U.S. Governmental Authority pending or, to the knowledge Knowledge of the Company, from threatened attack by direct or collateral proceedings, and (ii) is in compliance with each such Permit, except where the failure to so obtain or comply would not be reasonably likely to result in a non-U.S. Governmental Authority, written notice to the effect that such Governmental Authority was considering the amendment, termination, revocation or cancellation of any Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any PermitCompany Material Adverse Effect. (b) Since its date of organization, the Consolidated Company has not, to the Knowledge of the Company, been the subject of any investigation conducted by any grand jury, administrative agency or other Governmental Body. The Consolidated Company has not and, to the Knowledge of the Company, its officers, directors and employees have not, directly or indirectly, made, authorized or received any payment, contribution or gift of money, property, or services, in violation of applicable law, (i) as a kickback or bribe to any Person or (ii) to any political organization or the holder of, or any aspirant to, any elective or appointive office of any Governmental Body. The Consolidated Company has not and, to the Knowledge of the Company, its officers, directors and employees have not, directly or indirectly, made, authorized or received any payment, contribution or gift of money, property, or services, in violation of applicable law, (x) as a kickback or bribe to any Person or (y) to any political organization or the holder of, or any aspirant to, any elective or appointive office of any Governmental Body. (c) Neither the Company nor any Company Subsidiary of its Subsidiaries is in default or violation of (i) its charter, bylaws or other organizational documents; (ii) any Laws applicable Law; or Permits applicable to (iii) any Order of any Governmental Body having jurisdiction over the Company or any Company Subsidiary, or by which any property or asset of the Company or any Company Subsidiary is bound, except for any such violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since January 1, 2007, neither the Company nor any Company Subsidiary has received written notice from a U.S. Governmental Authority or, to the knowledge of the Consolidated Company, from a non-U.S. Governmental Authority, to the effect that such Governmental Authority claimed or alleged that the Company or any Company Subsidiary was not in compliance with all Laws applicable to the Company or any Company Subsidiary, any of their properties or other assets or any of their businesses or operations, other thanexcept, in the case of clauses (ii) and (iii), for any violations that would not be reasonably likely to have a Company Material Adverse Effect. No written notice from a U.S. Governmental Authorityof any such violation or non-compliance has been received by the Company or any of its Subsidiaries since December 31, where the claimed or alleged noncompliance was immaterial. Notwithstanding anything contained in this Section 5.06(b), no representation or warranty shall be deemed to be made in this Section 5.06 in respect of the matters referenced in Section 5.07 or Section 5.12 or in respect of Tax or employee benefits matters2003.

Permits; Compliance with Laws. (a) The Each Group Company and Company Subsidiaries are is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders from of any Governmental Authority, or required by Governmental Authorities to be obtained, Authority necessary for them it to lawfully own, lease lease, operate and operate their use its properties and assets or to lawfully carry on their its business (collectively, the “Permits”), and the Company and the Company Subsidiaries are in compliance in all material respects with the terms of all Permits. All material Permits from U.S. Governmental Authorities, and, to the knowledge of the Company, all Permits from non-U.S. Governmental Authorities, are valid and in full force and effect, and, since January 1, 2007, neither the Company nor any Company Subsidiary has received from a U.S. Governmental Authority or, to the knowledge of the Company, from a non-U.S. Governmental Authority, written notice to the effect that such Governmental Authority was considering the amendment, termination, revocation or cancellation of any Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Permit. (b) Neither the Company nor any Company Subsidiary as it is in default or violation of any Laws or Permits applicable to the Company or any Company Subsidiary, or by which any property or asset of the Company or any Company Subsidiary is bound, now being conducted except for any such violations franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect (the “Material Company Permits”). Since January 1As of the date hereof, 2007, neither no suspension or cancellation of any of the Material Company nor any Company Subsidiary has received written notice from a U.S. Governmental Authority Permits is pending or, to the knowledge of the Company, from a threatened. All such Material Company Permits are valid and in full force and effect. Each Group Company is in compliance, in all material respects, with the terms of the Material Company Permits. Each Group Company that is organized in the People’s Republic of China (the “PRC”) has complied with all applicable Laws of the PRC regarding the contribution and payment of its registered capital. (b) No Group Company is in default, breach or violation of any Law applicable to it, including (i) any Law applicable to its business, and (ii) any Law related to the protection of personal data or by which any of its share, security, equity interest, property or asset is bound or affected. No Group Company has received any written notice or communication of any material non-U.S. Governmental Authoritycompliance with any applicable Law that has not been cured. (c) No Group Company or, to the effect that such Governmental Authority claimed knowledge of the Company, any Company Representative has violated any Anticorruption Law, nor has any Group Company or, to the knowledge of the Company, any Company Representative has offered, paid, promised to pay, or alleged that authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Subsidiary was not Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing any act or decision of a Government Official in compliance his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; or (D) inducing a Government Official to influence any act or decision of any Governmental Authority; or (ii) in a manner which would constitute commercial bribery, kickbacks or would otherwise violate any Anticorruption Law. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary or other disclosure to any Governmental Authority with all Laws applicable respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. No Group Company or, to the knowledge of the Company, any Company Representative has received any written notice, request or citation for any actual or potential noncompliance with any Anticorruption Law. (e) To the knowledge of the Company, each holder or beneficial owner of Incentive Awards, as well as Shares or Phantom Subsidiary Shares received under Incentive Awards, who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 37, SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company Subsidiarynor, to the knowledge of the Company, such holder or beneficial owner has received any written inquiries, notifications, orders or any other forms of their properties or other assets official correspondence from SAFE or any of their businesses or operations, other than, in the case of its local branches with respect to any written notice from a U.S. Governmental Authority, where the claimed actual or alleged noncompliance was immaterial. Notwithstanding anything contained in this Section 5.06(b), no representation or warranty shall be deemed to be made in this Section 5.06 in respect of with the matters referenced in Section 5.07 or Section 5.12 or in respect of Tax or employee benefits mattersSAFE Rules and Regulations.

Permits; Compliance with Laws. (a) The Company and Company its Subsidiaries are in possession of all franchises, grants, accreditations, registrations, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders from any Governmental Authority, or required by Governmental Authorities to be obtained, necessary for them the Company and its Subsidiaries to lawfully carry on their respective business as it is now being conducted or to own, lease and or operate their properties or to lawfully carry on their business (collectively, the “Company Permits”), ) and all Company Permits are in full force and effect and no suspension or cancellation of any of the Company and the Company Subsidiaries are in compliance in all material respects with the terms of all Permits. All material Permits from U.S. Governmental Authorities, andis pending or, to the knowledge Knowledge of the Company, all Permits from non-U.S. Governmental Authoritiesthreatened, are valid and except where the failure to be in possession of or be in full force and effect, andor the suspension or cancellation of, any of the Company Permits would not have a Company Material Adverse Effect. No default has occurred under, and there exists no event that, with or without notice, lapse of time or both, would result in a default under, or would give to others any right of revocation, non-renewal, adverse modification or cancellation of any Company Permit, and neither the Company nor any of its Subsidiaries has received any cease and desist letters or written inquiries from any Governmental Authority with respect to any such Company Permit, except, in each case, as would not have a Company Material Adverse Effect. (b) Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January April 1, 20072017, have been, in compliance with and not in default or violation of any (i) Law applicable to the Company, any of its Subsidiaries or by which any of their respective properties, rights or assets are bound or (ii) Company Permit. Notwithstanding the foregoing, no representation or warranty in Section 4.5(a) or this Section 4.5(b) is made with respect to Company SEC Documents or financial statements, “disclosure controls and procedures” or “internal control over financial reporting,” employee benefits matters, Intellectual Property Rights matters, Tax matters, real property matters or environmental matters, which are addressed exclusively in Section 4.6 (Company SEC Documents; Financial Statements), Section 4.8 (Disclosure Controls and Procedures), Section 4.12 (Employee Benefit Plans), Section 4.14 (Intellectual Property Rights), Section 4.15 (Taxes), Section 4.17 (Real Property) and Section 4.18 (Environmental), respectively. (c) Except as would not have a Company Material Adverse Effect, none of the Company, its Subsidiaries, or any of their respective directors, officers, employees, distributors, suppliers, agents, or other Persons acting for or on behalf of any of any of the foregoing (a) has used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, or (b) has taken any act that would cause the Company or any of its Subsidiaries to be violation of any provision of the Foreign Corrupt Practices Act of 1977 (the “FCPA”), the UK Xxxxxxx Xxx 0000 (“Bribery Act”), or any other applicable anti-corruption laws. The Company and its Subsidiaries have implemented and maintain in effect policies and procedures designed to ensure compliance by the Company and its Subsidiaries and their respective directors, officers, employees, distributors, suppliers, agents, and other Persons acting for or on behalf of any of any of the foregoing with the FCPA, the Bribery Act, and any other applicable anti-corruption laws. (d) Except as would not have a Company Material Adverse Effect, the Company and each of its Subsidiaries is in compliance and has for the past five (5) years complied with all applicable U.S. import and export control laws, including statutory and regulatory requirements under the Arms Export Control Act (22 U.S.C. § 2778), the International Traffic in Arms Regulations (22 C.F.R. pt. 120 et seq.), the Export Administration Regulations (15 C.F.R. pt. 730 et seq.), and applicable Sanctions (collectively, the “International Trade Laws”). Except as would not have a Company Material Adverse Effect, neither the Company nor any Company Subsidiary of its Subsidiaries has received from a U.S. Governmental Authority any written or, to the knowledge Knowledge of the Company, other communication during the past five (5) years from a non-U.S. Governmental Authority, written notice to the effect that such any Governmental Authority was considering the amendment, termination, revocation or cancellation of any Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Permit. (b) Neither the Company nor any Company Subsidiary is in default or violation of any Laws or Permits applicable to the Company or any Company Subsidiary, or by which any property or asset of the Company or any Company Subsidiary is bound, except for any such violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since January 1, 2007, neither the Company nor any Company Subsidiary has received written notice from a U.S. Governmental Authority or, to the knowledge of the Company, from a non-U.S. Governmental Authority, to the effect that such Governmental Authority claimed or alleged alleges that the Company or any Company Subsidiary was is not, or may not be, in compliance with all Laws applicable to the Company with, or any Company Subsidiaryhas, or may have, any of their properties or other assets or any of their businesses or operationsliability under, other than, in the case of any written notice from a U.S. Governmental Authority, where the claimed or alleged noncompliance was immaterial. Notwithstanding anything contained in this Section 5.06(b), no representation or warranty shall be deemed to be made in this Section 5.06 in respect of the matters referenced in Section 5.07 or Section 5.12 or in respect of Tax or employee benefits mattersapplicable International Trade Laws.

Permits; Compliance with Laws. (a) The Company Each of the Companies, and Company Subsidiaries are in possession each of their respective employees, holds and has held all franchises, grants, authorizationspermits, licenses, permitsvariances, consentsexemptions, certificates, orders and approvals and orders from any Governmental Authority, or required by of all Governmental Authorities that are material to the operation of the businesses or ownership of the properties of the Company or are required to be obtained, necessary for them to lawfully own, lease and operate held by such employees in connection with their properties or to lawfully carry on their business employment (collectively, the “Permits”). Each of the Companies, and the Company each of their employees, is and the Company Subsidiaries are has been in compliance in all material respects with the terms of all its respective Permits. All material Permits from U.S. Governmental AuthoritiesNo suspension, andcancellation, to the knowledge modification, revocation or nonrenewal of the Companyany Permit is pending, all Permits from non-U.S. Governmental Authorities, are valid and in full force and effect, and, since January 1, 2007, neither the Company nor any Company Subsidiary has received from a U.S. Governmental Authority or, to the knowledge Company’s knowledge, threatened with respect to any Permits. The businesses of the CompanyCompanies are being and have been conducted in conformity with all Laws, from a non-U.S. Governmental Authority, written notice except with respect to such violations as would not be material to the effect that such Governmental Authority was considering the amendment, termination, revocation or cancellation of any Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Permit. (b) Neither the Company nor any Company Subsidiary is in default or violation of any Laws or Permits applicable to the Company or any Company Subsidiary, or by which any property or asset of the Company or any Company Subsidiary is bound, except for any such violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectCompany. Since January 1, 20072014, neither none of the Company nor any Company Subsidiary Companies has received written notice from a U.S. Governmental Authority orany written, or to the knowledge Company’s knowledge, other notice that any of the Company, from a non-U.S. Governmental Authority, to holders of Shares or the effect that such Governmental Authority claimed or alleged that the Company or Companies have not complied in any Company Subsidiary was not in compliance material respect with all any Laws applicable to the Company ownership, operation or conduct of the businesses of the Companies or their respective Assets. Neither the Companies nor, as applicable, their respective Affiliates have received notice of, and are not aware of any Company Subsidiarybasis for, any of their properties pending Action or other assets order concerning any failure to obtain any investment adviser, broker, dealer, commodity broker-dealer, introducing broker, futures commission merchant, or any of their businesses similar registration, license or operations, other thanqualification, in each case, with respect to the case of any written notice from a U.S. Governmental Authorityownership, where the claimed or alleged noncompliance was immaterial. Notwithstanding anything contained in this Section 5.06(b), no representation or warranty shall be deemed to be made in this Section 5.06 in respect operation and/or conduct of the matters referenced business of the Companies or their respective Assets. No investigation or review by any Governmental Authority with respect to the Company is pending or to the Company’s knowledge threatened. No condition exists which is reasonably likely to result in any suit, claim, action, proceeding or investigation by any person or Governmental Authority against the Company. Section 5.07 or Section 5.12 or in respect 4(a)(xi) of Tax or employee benefits mattersthe Company Disclosure Letter lists the registrations and securities licenses held by the Company and its employees.

Permits; Compliance with Laws. (a) The Each Company and Company Subsidiaries are in possession of has all franchisesmaterial authorizations, grantsapprovals, authorizationsorders, consents, licenses, certificates, permits, consents, certificates, approvals registrations and orders qualifications from any each Governmental Authority, or required Entity necessary to permit the ownership of property and the conduct of business as presently conducted by Governmental Authorities to be obtained, necessary for them to lawfully own, lease and operate their properties or to lawfully carry on their business such Company (collectively, the “Permits”), and the Company and the Company Subsidiaries are in compliance in all material respects with the terms of all Permits. All material such Permits from U.S. Governmental Authorities, and, to the knowledge of the Company, all Permits from non-U.S. Governmental Authorities, are valid and in full force and effect, and, since January 1, 2007, neither the Company nor any Company Subsidiary has received from a U.S. Governmental Authority or, to the knowledge . Section 2.10(a) of the Company, from Disclosure Schedule contains a non-U.S. Governmental Authority, written notice to the effect that such Governmental Authority was considering the amendment, termination, revocation or cancellation complete and accurate list of any Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any each Permit. (b) Neither Except as set forth in Section 2.10 (b) of the Disclosure Schedule: (i) each Company nor any Company Subsidiary is in default material compliance with the Permits held by it and all applicable statutes, ordinances, Orders, rules and regulations promulgated by any Governmental Entity which apply to the conduct of such Company’s business; (ii) no Company is subject to any Order with respect to any aspect of its business, affairs, properties or violation assets, and has not, as of the date hereof, received any written or, to the Knowledge of the Company, oral notice or other communication of any Laws actual, alleged, possible or Permits applicable potential violation of, or failure to comply with, any Applicable Law from any Governmental Entity or the institution of any civil, criminal or administrative action, suit, proceeding or investigation from any Governmental Entity, with respect to any aspect of the business, affairs, properties or assets of such Company; and (iii) to the Company or any Company Subsidiary, or by which any property or asset Knowledge of the Company Company, no event has occurred or any Company Subsidiary is bound, except for any such violations which circumstance exists that (with or without notice or lapse of time) would not, individually or in the aggregate, reasonably be expected to have constitute or result in a Material Adverse Effect. Since January 1, 2007, neither the Company nor material violation by any Company Subsidiary has received written notice from or any officer, director, manager or employee of any Company of, or a U.S. Governmental Authority orfailure of any Company or any officer, director, manager or employee of any Company to comply, in any material respect, with, any Applicable Law. (c) Except as set forth in Section 2.10 (c) of the Disclosure Schedule, the Companies have not, and, to the knowledge Knowledge of the Company, no officer, director or manager of any Company acting on such Company’s behalf has, (i) received any rebates, payments, commissions, promotional allowances or any other economic benefits from a non-U.S. Governmental Authority, to the effect that such Governmental Authority claimed any customer or alleged that the supplier of any Company or (ii) given or agreed to give any Company Subsidiary was not in compliance with all Laws applicable money, gift, bribe, kickback or similar benefit to the Company any customer or supplier of any Company, any official or employee of any Governmental Entity, or any Company Subsidiary, any of their properties political party or other assets or any of their businesses or operations, other thancandidate for office, in the case each case, which would constitute a violation of any written notice from a U.S. Governmental Authorityanticorruption, where the claimed anti-bribery or alleged noncompliance was immaterial. Notwithstanding anything contained in this Section 5.06(b), no representation or warranty shall be deemed to be made in this Section 5.06 in respect of the matters referenced in Section 5.07 or Section 5.12 or in respect of Tax or employee benefits matterssimilar Laws by any Company.

Permits; Compliance with Laws. (a) The Company and Company Subsidiaries are in possession of Group Companies or an Equity Seller holds all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders from any Governmental Authority, or required by Governmental Authorities to be obtained, Permits necessary for them to lawfully ownthe lawful conduct of the Business as it is presently being conducted and the lawful ownership of properties and assets used in the operation of the Business as it is presently being conducted (each, lease and operate their properties or to lawfully carry on their business (a “Business Permit” and, collectively, the “Business Permits”), and the Company and the Company Subsidiaries are in compliance in all material respects with the terms each of all Permits. All material Permits from U.S. Governmental Authoritieswhich such Business Permit was lawfully obtained, and, to the knowledge of the Company, all Permits from non-U.S. Governmental Authorities, are is valid and in full force and effect, andin each case, since January 1except for any failure to hold any such Business Permit or any failure of such Business Permit to be valid and in full force and effect that, 2007individually or in the aggregate, neither the Company nor any Company Subsidiary has received from a U.S. Governmental Authority or, would not be material to the knowledge of the CompanyBusiness, from taken as a non-U.S. Governmental Authoritywhole. All such Business Permits are in full force and effect, written notice to the effect that such Governmental Authority was considering the amendment, termination, revocation or cancellation of any Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Permit. (b) Neither the Company nor any Company Subsidiary is in there has occurred no default or violation of under any Laws or Permits applicable to Business Permit by the Company or any Company Subsidiary, or by which any property or asset of the Company or any Company Subsidiary is bound, its Subsidiaries except for any such violations which failure to be in full force and effect or default or violation that would individually or in the aggregate be material to the Business, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected material to have the Business, taken as a Material Adverse Effect. whole, no Seller Party or Group Company has received any written, or to the Knowledge of the Company, oral notice or other communication from any Governmental Entity regarding (i) any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any material Business Permit, or (ii) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or material modification of any material Business Permit. (b) Since January 1, 20072017, neither no Group Company or, with respect to the Business, the Company nor or any Company Subsidiary of its other Subsidiaries, (i) has been in material violation of any applicable Law or Order, except as would not, individually or in the aggregate, be material to the Business, taken as a whole, and (ii) has received any written notice of any material violation of any applicable Law or Order from a U.S. any Governmental Authority orEntity. (c) Since January 1, 2017, except as would not, individually or in the aggregate, be material to the knowledge Business, taken as a whole: (i) none of the Group Companies and none of their respective directors or officers, nor to the Knowledge of the Company, from a non-U.S. Governmental Authoritytheir employees or agents (but only in the capacity that they were acting on behalf of the Group Companies), to the effect that such Governmental Authority claimed or alleged that and none of the Company or its Subsidiaries, in each case acting in furtherance of the Business, has made any Company Subsidiary was not offer, promise, authorization, or payment of anything of value (regardless of form, whether in money, funds, contributions, gifts, gratuities, entertainment, travel, hospitality or services or unlawful payments), directly or indirectly, to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign, in each case, in material violation of any applicable Anti-Corruption Law; and (ii) the Group Companies and their consolidated Subsidiaries and joint ventures have adopted and adhered in all material respects to compliance policies, procedures, and internal controls reasonably designed to ensure compliance with all Laws applicable Anti-Corruption Laws. (d) Except as would not, individually or in the aggregate, be material to the Company Business, taken as a whole, since January 1, 2017, none of the Group Companies and none of their respective directors or any Company Subsidiaryofficers, nor to the Knowledge of the Company, any of their properties employees or agents (but only in the capacity that they were acting on behalf of the Group Companies), and none of the Company or its Subsidiaries, in each case acting in furtherance of the Business: (i) has been nor is a Sanctioned Person; (ii) has transacted any business directly or knowingly indirectly with or for the benefit of any Sanctioned Person, to the extent in violation of applicable Sanctions, or otherwise violated Sanctions; or (iii) except as set forth in Section 3.10(d)(iii) of the Company Disclosure Letter has taken any action that would cause any Group Company to be in material violation of applicable Ex-Im Laws. (e) Except as would not, individually or in the aggregate, be material to the Business, taken as a whole, since January 1, 2017, except as set forth in Section 3.10(e) of the Company Disclosure Letter, no Group Company has been the subject of any voluntary disclosure, prosecution or other assets enforcement action, or any of their businesses or operations, other than, in to the case of any written notice from a U.S. Governmental Authority, where the claimed or alleged noncompliance was immaterial. Notwithstanding anything contained in this Section 5.06(b), no representation or warranty shall be deemed to be made in this Section 5.06 in respect Knowledge of the matters referenced in Section 5.07 Company, any allegation, complaint, investigation or Section 5.12 inquiry, related to any applicable Anti-Corruption Laws, Sanctions, or in respect of Tax or employee benefits mattersEx-Im Laws.

Permits; Compliance with Laws. (ai) The Company and its Subsidiaries, or the management companies for the Company Subsidiaries are in possession of Properties, own and/or possess all franchises, grants, authorizations, licenses, permitseasements, consents, certificates, permits, licenses (including liquor licenses), variances, authorizations, exemptions, orders, registrations and approvals and orders from any of all Governmental Authority, or required by Governmental Authorities to be obtained, Entities (the “Permits”) necessary for them the Company and its Subsidiaries to lawfully own, lease and operate their the properties or to lawfully carry on their business (collectively, the “Permits”), and assets of the Company and its Subsidiaries or to carry on the Company Subsidiaries are in compliance in all material respects with the terms of all Permits. All material Permits from U.S. Governmental Authorities, and, to the knowledge of the Company, all Permits from non-U.S. Governmental Authorities, are valid and in full force and effect, and, since January 1, 2007, neither the Company nor any Company Subsidiary has received from a U.S. Governmental Authority or, to the knowledge of the Company, from a non-U.S. Governmental Authority, written notice to the effect that such Governmental Authority was considering the amendment, termination, revocation or cancellation of any Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Permit. (b) Neither the Company nor any Company Subsidiary is in default or violation of any Laws or Permits applicable to the Company or any Company Subsidiary, or by which any property or asset business of the Company or any and its Subsidiaries as it is now being conducted by the Company Subsidiary is boundand its Subsidiaries, except for any where the failure to have such violations which Permits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since January 1All such Permits are in full force and effect. Neither the Company nor any Subsidiary of the Company has received notice that any suspension, 2007modification or revocation of any Permit is pending or, to the Knowledge of the Company, threatened nor, to the Knowledge of the Company, do grounds exist for any such action, except for such suspensions, modifications or revocations as would not, individually or in the aggregate, have a Company Material Adverse Effect. (ii) Neither the Company nor any of its Subsidiaries has violated or failed to comply with any such Permit, or any Law, judgment, decree or order of any Governmental Entity applicable to its business, properties or operations, except for violations and failures to comply that would not, individually or in the aggregate, have a Company Material Adverse Effect. (iii) To the Knowledge of the Company, neither the Company nor any Company Subsidiary has received written notice from a U.S. Governmental Authority or, to the knowledge of the CompanyCompany nor any director, from a non-U.S. Governmental Authorityofficer, to the effect that such Governmental Authority claimed agent or alleged that employee of the Company or any Company Subsidiary was not in compliance with all Laws applicable to of the Company has taken any action, directly or indirectly, that would constitute a violation in any material respect by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including making use of the mails or any Company Subsidiarymeans or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any of their properties money, or other assets property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any of their businesses foreign political party or operations, other thanofficial thereof or any candidate for foreign political office, in the case of any written notice from a U.S. Governmental Authority, where the claimed or alleged noncompliance was immaterial. Notwithstanding anything contained in this Section 5.06(b), no representation or warranty shall be deemed to be made in this Section 5.06 in respect contravention of the matters referenced in Section 5.07 or Section 5.12 or in respect of Tax or employee benefits mattersFCPA.