Common use of Compliance with Law; Authorizations Clause in Contracts

Compliance with Law; Authorizations. Seller has complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign, to which Seller's business, operations, assets or properties is subject ("Regulations") except where the violation would not have a material adverse affect on the Business. Seller owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by Seller in the conduct of the business of Seller, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations except where the failure to own, hold, possess or lawfully use such Authorizations would not have a material adverse affect on the Business. All such Authorizations are listed in the Disclosure Schedule. Seller is not in default, nor has Seller received any notice of any claim of default, with respect to any such Authorization, except where a default would not be reasonably likely to cause a material adverse effect. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will, to the knowledge of Seller, be adversely affected by consummation of the transactions contemplated hereby. No shareholder, director, officer, employee or former employee of Seller or any affiliates of Seller, or any other person, firm or corporation owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which Seller owns, possesses or uses in the operation of the business of Seller as now or previously conducted.

Compliance with Law; Authorizations. Except as would not cause a Material Adverse Effect, Seller and each Subsidiary has complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether U.S. federal, state, local or local, PRC national, provincial, or municipal, or foreign, to which Seller's businessthe Business, operations, assets Purchased Assets or properties is business of such Subsidiary are subject as of the date hereof ("“Regulations") except where the violation ”). Except as would not have cause a material adverse affect on the Business. Material Adverse Effect, Seller and each Subsidiary owns, holds, possesses or lawfully uses in the operation of its the Business or the business of such Subsidiary, as applicable, all franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its the Business or the business of such Subsidiary, as applicable, as now or as and when previously conducted or for the ownership and use of the assets Purchased Assets owned or used by Seller in the conduct of the business of SellerBusiness (“Authorizations”), free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations except where the failure Regulations; provided, however, that no representation is made with respect to own, hold, possess Authorizations that Seller or lawfully use such Authorizations would not have a material adverse affect on the Business. All such Authorizations are listed Subsidiary may be required to obtain in the Disclosure Schedulefuture. Neither Seller nor any Subsidiary is not in default, nor has Seller it received any notice of any claim of default, with respect to any such Authorization, except where a which default or defaults, in either case, would not be reasonably likely expected to cause result in a material adverse effectMaterial Adverse Effect. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees, except where the failure to obtain such renewals would not result in a Material Adverse Effect. None of such Authorizations will, to the knowledge of Seller, will be adversely affected by consummation of the transactions contemplated hereby. No shareholdermember, manager, director, officer, employee or former employee of Seller Seller, a Subsidiary or any affiliates of SellerSeller or a Subsidiary, or any other person, firm or corporation owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which Seller or a Subsidiary owns, possesses or uses in the operation of the Business or business of Seller such Subsidiary, as applicable, as now or previously conducted, except as would not reasonably be expected to result in a Material Adverse Effect.

Compliance with Law; Authorizations. Seller has complied in ----------------------------------- all material respects with each, and is not in violation in any material respect of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign, to which Seller's business, operations, assets or properties is subject ("Regulations") except where the violation would ); provided that Seller does not have a material adverse affect on the Businessmake any representation or warranty, express or implied, in this Agreement or otherwise, with respect to any compliance or non-compliance of Seller with any Regulations relating to employment or employment practices, terms and conditions of employment or wages and hours, labor relations or immigration. Seller owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by Seller in the conduct of the business Business, except for Authorizations the failure of which to have obtained would not have a material adverse effect on Seller, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations except where the failure to own, hold, possess or lawfully use such Authorizations would not have a material adverse affect on the BusinessRegulations. All such Authorizations are listed in the Disclosure Scheduleand described on SCHEDULE 3.1.11 hereto. Seller is not in default, nor has Seller it received any notice of any claim of default, with respect to any such Authorization, except where a default would not be reasonably likely to cause a material adverse effect. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees, except for Seller's liquor license and tobacco permit. None of such Authorizations willAuthorizations, to the knowledge of other than Seller's liquor license and tobacco permit, will be adversely affected by consummation of the transactions contemplated hereby. No shareholderNone of the Managing Members, director, officer, nor any employee or former employee of Seller or any affiliates Affiliate (as hereinafter defined) of SellerSeller or any of the Managing Members, or any other person, firm or corporation owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which Seller owns, possesses or uses in the operation of the business Business of Seller as now or previously conducted, other than through such person's interest in Seller.

Compliance with Law; Authorizations. As pertaining to the Business, (a) Seller has complied is in compliance with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether all federal, state, local local, or foreignforeign laws, ordinances, regulations, and orders applicable to which Seller's businessits Business, operations, assets or its properties is subject ("RegulationsREGULATIONS"), (b) except where the violation would not have a material adverse affect on the Business. Seller owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") Authorizations which are in any manner necessary for it to conduct its business the Business as now or previously conducted or for the ownership and use of the assets owned or used by Seller in the conduct of the business of SellerBusiness, free and clear of all liens, charges, restrictions and encumbrances Encumbrances (other than Permitted Encumbrances) and in compliance with all Regulations Regulations, and (c) no written notice has been received of any requirement that Seller is required to obtain any Authorization or other similar governmental approval which it does not presently have, except where in any such instance, the failure of any of the foregoing could not reasonably be expected to own, hold, possess or lawfully use such Authorizations would not have a material adverse affect on Material Adverse Effect. Schedule 1.1.9 lists all Authorizations which are presently in effect with respect to the Business. All , and no action or claim is pending and no written notice of any such Authorizations are listed claim or action has been received which threatens to revoke, terminate, or declare any of them invalid in any respect and Seller, in respect to the Disclosure Schedule. Seller Business, is not in default, nor has Seller it received any notice of any a claim of default, with respect to any such Authorization, except where any such default could not reasonably be expected to have a default would not be reasonably likely to cause a material adverse effectMaterial Adverse Effect. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations willwill be affected, in any matter that could reasonably be expected to the knowledge of Sellerhave a Material Adverse Effect, be adversely affected by consummation of the transactions contemplated hereby. No shareholder, director, officer, employee or former employee of Seller or any affiliates of Seller, or any other person, firm or corporation owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization authorization which Seller owns, possesses or uses in the operation of the business of Seller Business as now or previously conducted.