Common use of Compliance with Laws and Other Instruments Clause in Contracts

Compliance with Laws and Other Instruments. Except for those that would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport have been and are being conducted in accordance with all applicable Laws and Orders. Except as would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor any PRC Company has received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree is a party or by which any of the Acquiree’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that would not have a Material Adverse Effect, the The business and ------------------------------------------ operations of the Acquiree, the HK Company, Yangtze Newport Company have been and are being conducted in accordance with all applicable Laws federal, state and Orders. Except as local laws, rules and regulations, except to the extent that noncompliance with laws, rules and regulations would not not, individually or in the aggregate, have a Material Adverse EffectEffect on the Company. The execution, neither delivery and performance by the AcquireeCompany of this Agreement (a) will not require from the Board or stockholders of the Company any consent or approval that has not been validly and lawfully obtained, (b) will not require any authorization, consent, approval, license, exemption of or filing or registration with any domestic or, to best of the HK Company's knowledge, foreign, court or governmental department, commission, board, bureau, agency or instrumentality of government, except such as shall have been lawfully and validly obtained prior to the Closing, (c) will not cause the Company to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, domestic or foreign, (iii) any order, writ, judgment, injunction, decree, determination or award, or (iv) any provision of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company, nor (d) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under, any PRC indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement or other agreement, lease or instrument, commitment or arrangement to which the Company has received notice of any violation (is a party or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting which the Acquiree, the HK Company or any PRC Company andof its properties, to the knowledge of the Acquireeassets or rights is bound or affected, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of which in any applicable Law or Order is threatened or contemplated. Except for those that such case would not have a Material Adverse Effect, neither Effect on the Acquiree, the HK Company, nor Yangtze Newport isand (e) will not result in the creation or imposition of any Lien, and other than Liens in favor of the Investor. The Company is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws or of any indenture, loan or credit agreement (including any agreement evidencing Indebtedness for Borrowed Money), note agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license lease or other instrument, commitment, obligation commitment or arrangement to which the Acquiree Company is a party or by which any of the Acquiree’s Company's properties, assets or rights are is bound or affected. To , which in any such case would have a Material Adverse Effect on the knowledge of the Acquiree, the HK Company and each PRC Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company that materially and adversely affects in any way its business, properties, assets or prospects or that character which prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport Acquiree Company have been and are being conducted in accordance with all applicable Laws and Orders. Except as would not have a Material Adverse Effect, neither the Acquireedisclosed in Schedule 5.8, the HK Company, nor any PRC Acquiree Company has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Acquiree Company and, to the knowledge of the Acquiree, the HK Company and each PRC Acquiree Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that as would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport isAcquiree Company is not, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the AcquireeAcquiree Company’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC Acquiree Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Acquiree Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the AcquireeAcquiree Company, any event or circumstance relating to the Acquiree, the HK Company or any PRC Acquiree Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport Company and the PRC Companies have been and are being conducted in accordance with all applicable Laws and Orders. Except as would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor any PRC Company has received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that as would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport any PRC Company is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree is a party or by which any of the Acquiree’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport have Big Token has been and are is being conducted in accordance with all applicable Laws and Orders. Except as would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor any PRC Company Big Token has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company andBig Token, to the knowledge of the Acquiree, the HK Company and each PRC CompanyBig Token, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that as would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport is, Company and is Big Token are not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company or Big Token is a party or by which any of the AcquireeCompany’s or Big Token’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC CompanyBig Token, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Company Big Token is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree is Company and Big Token are not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree, Company or Big Token any event or circumstance relating to the Acquiree, the HK Company or any PRC Company Big Token that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company or Big Token from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport Company have been and are being conducted in accordance with all applicable Laws foreign, federal, state and Orderslocal laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities (with the exception that the Shareholders have disclosed to the Acquiror Company the litigation between the Company and the ACCC in relation to certain advertisements issued by the Company in relation to Xx. Xxx Xxxxxx). Except as would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor any PRC Company has received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport isnot, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the AcquireeCompany’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereofthereof (with the exception that the Company is currently engaged in proceedings against Mr. Xxxx Xxxx and others in respect of their alleged unauthorized use of the Company’s customer database and other intellectual property). The Acquiree Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the AcquireeCompany, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or therebythereby (with the exception that the Company has granted a license to use its intellectual property in Korea for a period of 3 years to an entity associated with Mr. Song).

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, Company and the HK Company, Yangtze Newport Company Subsidiaries have been and are being conducted in accordance with all applicable Laws and Orders. Except as would not have a Material Adverse Effect, neither the Acquiree, the HK Company, Company nor any PRC Company Subsidiary has received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC such Company Subsidiary and, to the knowledge of the Acquiree, the HK Company and each PRC Companysuch Company Subsidiary, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that as would not have a Material Adverse Effect, neither the Acquiree, the HK Company, Company nor Yangtze Newport any Company Subsidiary is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company or such Company Subsidiary is a party or by which any of the AcquireeCompany’s or such Company Subsidiary’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC CompanyCompany Subsidiary, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Company Subsidiary is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Neither the Company nor any Company Subsidiary is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the AcquireeCompany or any Company Subsidiary, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company Subsidiary that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company or any Company Subsidiary from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse EffectEffect on the DED Companies, the business and operations of any of the Acquiree, the HK Company, Yangtze Newport DED Companies have been and are being conducted in accordance with all applicable Laws foreign, federal, state and Orderslocal laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. Except as would not have a Material Adverse Effect, neither Effect on the AcquireeDED Companies, the HK Company, nor any PRC Company has received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport isDED Companies are not, and is are not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational the DED Charter Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which any of the Acquiree is DED Companies are a party or by which any of the Acquiree’s DED Companies’ properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC CompanyDED Companies, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which any of the Acquiree, the HK Company or any PRC Company is DED Companies are a party is are (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree is DED Companies are not subject to any obligation or restriction of any kind or character, nor is are there, to the knowledge of the AcquireeDED Companies, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company DED Companies that materially and adversely affects in any way its their business, properties, assets or prospects or that prohibits the Acquiree from entering into this Agreement or would prevent or make burdensome its their performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby. “Material Adverse Effect” means, when used with respect to the DED Companies, any change, effect or circumstance which, individually or in the aggregate, would reasonably be expected to (a) have a material adverse effect on the business, assets, financial condition or results of operations of the DED Companies, in each case taken as a whole or (b) materially impair the ability of the DED Companies to perform their obligations under this Agreement, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, (ii) changes in the United States securities markets generally, or (iii) changes in general economic, currency exchange rate, political or regulatory conditions in industries in which the DED Companies operate.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the AcquireeCompany, the HK Company, Yangtze Newport BVI Companies and the PRC Companies have been and are being conducted in accordance with all applicable Laws and Orders. Except as would not have a Material Adverse Effect, neither the AcquireeCompany, the HK CompanyBVI Companies, nor any the PRC Company has Companies have received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the AcquireeCompany, the HK Company BVI Companies or any the PRC Company Companies and, to the knowledge of the AcquireeCompany, each BVI Companies and the HK Company and each PRC CompanyCompanies, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that as would not have a Material Adverse Effect, neither the Acquiree, the HK Company, BVI Companies, nor Yangtze Newport isthe PRC Companies are, and is are not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the AcquireeCompany’s properties, assets or rights are bound or affected. To the knowledge of the AcquireeCompany, each BVI Companies and the HK Company and each PRC CompanyCompanies, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the AcquireeCompany, the HK Company BVI Companies or any the PRC Company is Companies are a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the AcquireeCompany, any event or circumstance relating to the AcquireeCompany, the HK Company BVI Companies or any the PRC Company Companies that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse EffectEffect on the APPI Companies, the business and operations of any of the Acquiree, the HK Company, Yangtze Newport APPI Companies have been and are being conducted in accordance with all applicable Laws foreign, federal, state and Orderslocal laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. Except as would not have a Material Adverse Effect, neither Effect on the AcquireeAPPI Companies, the HK Company, nor any PRC Company has received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport isAPPI Companies are not, and is are not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational the APPI Charter Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which any of the Acquiree is APPI Companies are a party or by which any of the Acquiree’s APPI Companies’ properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC CompanyAPPI Companies, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which any of the Acquiree, the HK Company or any PRC Company is APPI Companies are a party is are (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree is APPI Companies are not subject to any obligation or restriction of any kind or character, nor is are there, to the knowledge of the AcquireeAPPI Companies, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company APPI Companies that materially and adversely affects in any way its their business, properties, assets or prospects or that prohibits the Acquiree from entering into this Agreement or would prevent or make burdensome its their performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby. “Material Adverse Effect” means, when used with respect to the APPI Companies, any change, effect or circumstance which, individually or in the aggregate, would reasonably be expected to (a) have a material adverse effect on the business, assets, financial condition or results of operations of the APPI Companies, in each case taken as a whole or (b) materially impair the ability of the APPI Companies to perform their obligations under this Agreement, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, (ii) changes in the United States securities markets generally, or (iii) changes in general economic, currency exchange rate, political or regulatory conditions in industries in which the APPI Companies operate.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport HSET have been and are being conducted in accordance with all applicable Laws foreign, federal, provincial and Orderslocal laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of HSET. Except as would not have a Material Adverse Effect, neither the AcquireeHSET is not, the HK Company, nor any PRC Company and has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those alleging that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport it is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree HSET is a party or by which any of the AcquireeHSET’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC CompanyHSET, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Company HSET is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree HSET is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the AcquireeHSET, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company HSET that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree HSET from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement Agreement, the Transaction Agreements or the consummation of the transactions Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport have GSL Healthcare has been and are being conducted in accordance with all applicable Laws foreign, federal, provincial and Orderslocal laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of GSL Healthcare Except as would not have a Material Adverse Effect, neither the AcquireeGSL Healthcare is not, the HK Company, nor any PRC Company and has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those alleging that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport it is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree GSL Healthcare is a party or by which any of the AcquireeGSL Healthcare’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC CompanyGSL Healthcare, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Company GSL Healthcare is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree GSL Healthcare is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the AcquireeGSL Healthcare, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company GSL Healthcare that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree GSL Healthcare from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement Agreement, the Transaction Agreements or the consummation of the transactions Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport Company have been and are being conducted in accordance with all applicable Laws foreign, federal, state and Orderslocal laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities (with the exception that the Shareholders have disclosed to the Acquiror Company the litigation between the Company and the ACCC in relation to certain advertisements issued by the Company in relation to Xx. Xxx Turpie). Except as would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor any PRC Company has received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport isnot, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the Acquiree’s Company's properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereofthereof (with the exception that the Company is currently engaged in proceedings against Mr. Xxxx Xxxx and others in respect of their alleged unauthorized use of the Company's customer database and other intellectual property). The Acquiree Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the AcquireeCompany, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or therebythereby (with the exception that the Company has granted a license to use its intellectual property in Korea for a period of 3 years to an entity associated with Mr. Song).

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, Company and the HK Company, Yangtze Newport Company Subsidiaries have been and are being conducted in accordance with all applicable Laws and Orders. Except as would not have a Material Adverse Effect, neither the Acquiree, Company nor the HK Company, nor any PRC Company Subsidiaries has received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC the Company Subsidiaries and, to the knowledge of the Acquiree, the HK Company and each PRC Companyof the Company Subsidiaries, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that as would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport isany Company Subsidiary, and is not nor alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the AcquireeCompany’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC Companyof the Company Subsidiaries, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the AcquireeCompany, the HK Company or any PRC of the Company Subsidiaries is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Neither the Company, nor any of the Company Subsidiaries is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the AcquireeCompany, or any of the Company Subsidiaries, any event or circumstance relating to the AcquireeCompany, the HK Company or any PRC of the Company Subsidiaries that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport have Jebe Production has been and are being conducted in accordance with all applicable Laws foreign, federal, provincial and Orderslocal laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Jebe Production. Except as would not have a Material Adverse Effect, neither the AcquireeJebe Production is not, the HK Company, nor any PRC Company and has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those alleging that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport it is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Jebe Production is a party or by which any of the AcquireeJebe Production’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC CompanyJebe Production, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Company Jebe Production is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Jebe Production is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the AcquireeJebe Production, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company Jebe Production that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Jebe Production from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement Agreement, the Transaction Agreements or the consummation of the transactions Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as set forth on Schedule 4.11 or as would not have cause a Material Adverse Effect, the business and operations of the Acquiree, Company and the HK Company, Yangtze Newport Company Subsidiaries have been and are being conducted in accordance with all applicable Laws and Orders. Except as set forth on Schedule 4.11 or as would not have cause a Material Adverse Effect, neither the Acquiree, Company nor the HK Company, nor any PRC Company Subsidiaries has received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC the Company Subsidiaries and, to the knowledge Knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that as set forth on Schedule 4.11 or as would not have cause a Material Adverse Effect, neither the Acquiree, the HK Company, Company nor Yangtze Newport is, and any Company Subsidiary is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, Indebtedness, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the AcquireeCompany’s properties, assets or rights are bound or affected. To Except as set forth on Schedule 4.11 or as would not cause a Material Adverse Effect, to the knowledge Knowledge of the Acquiree, the HK Company and each PRC Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the AcquireeCompany, the HK Company or any PRC of the Company Subsidiaries is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Except as set forth on Schedule 4.11, neither the Company, nor any of the Company Subsidiaries is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree, there any event or circumstance relating to the Acquiree, the HK Company or any PRC of the Company Subsidiaries that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport Company have been and are being conducted in accordance with all applicable Laws and Orders. Except as would not have a Material Adverse Effect, neither the Acquiree, the HK Company, Company nor any PRC Company Subsidiary has received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company its business and, to the knowledge of the Acquiree, the HK Company and each PRC Companyany Company Subsidiary, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that as would not have a Material Adverse Effect, neither the Acquiree, the HK Company, Company nor Yangtze Newport any Company Subsidiary is, and or is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company or such Company Subsidiary is a party or by which any of the AcquireeCompany or such Company Subsidiary’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC Companyany Company Subsidiary, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Company Subsidiary is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Neither the Company nor any Company Subsidiary is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the AcquireeCompany or any Company Subsidiary, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company its business that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, the OOB HK Company, Yangtze Newport have has been and are being conducted in accordance with all applicable Laws foreign, federal, provincial and Orderslocal laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of OOB HK Except as would not have a Material Adverse Effect, neither the AcquireeOOB HK is not, the HK Company, nor any PRC Company and has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those alleging that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport it is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree OOB HK is a party or by which any of the AcquireeOOB HK’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC CompanyOOB HK, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the OOB HK Company or any PRC Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree OOB HK is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the AcquireeOOB HK, any event or circumstance relating to the Acquiree, the OOB HK Company or any PRC Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree OOB HK from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement Agreement, the Transaction Agreements or the consummation of the transactions Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport GALAXY VIEW INTERNATIONAL LTD and SONO have been and are being conducted in accordance with all applicable Laws foreign, federal, provincial and Orderslocal laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of GALAXY VIEW INTERNATIONAL LTD and SUNO. Except as would not have a Material Adverse Effect, neither the Acquireeeach of GALAXY VIEW INTERNATIONAL LTD or SONO is not, the HK Company, nor any PRC Company and has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those alleging that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport it is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree GALAXY VIEW INTERNATIONAL LTD or SONO is a party or by which any of the Acquiree’s GALAXY VIEW INTERNATIONAL LTD's or SUNO's properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company GALAXY VIEW INTERNATIONAL LTD and each PRC CompanySUNO, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company GALAXY VIEW INTERNATIONAL LTD or any PRC Company SONO is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Each of GALAXY VIEW INTERNATIONAL LTD and SONO is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the AcquireeGALAXY VIEW INTERNATIONAL LTD or SUNO, any event or circumstance relating to the Acquiree, the HK Company GALAXY VIEW INTERNATIONAL LTD or any PRC Company SONO that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree GALAXY VIEW INTERNATIONAL LTD or SONO from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement Agreement, the Transaction Agreements or the consummation of the transactions Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of SCSI and the Acquiree, the HK Company, Yangtze Newport SCSI Subsidiaries have been and are being conducted in accordance with all applicable Laws and Orders. Except as would not have a Material Adverse Effect, neither SCSI nor the Acquiree, the HK Company, nor any PRC Company has SCSI Subsidiaries have received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting SCSI and the Acquiree, the HK Company or any PRC Company SCSI Subsidiaries and, to the knowledge Knowledge of SCSI and the Acquiree, the HK Company and each PRC CompanySCSI Shareholder, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that as would not have a Material Adverse Effect, neither SCSI nor the Acquiree, the HK Company, nor Yangtze Newport isSCSI Subsidiaries are, and is are not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree is they are a party or by which any of the Acquiree’s their respective properties, assets or rights are bound or affected. To the knowledge Knowledge of SCSI and the Acquiree, the HK Company and each PRC CompanySCSI Shareholder, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which SCSI or the Acquiree, the HK Company or any PRC Company is SCSI Subsidiaries are a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Neither SCSI, the SCSI Subsidiaries nor the SCSI Shareholder is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge Knowledge of SCSI or the AcquireeSCSI Shareholder, any event or circumstance relating to SCSI or the Acquiree, the HK Company or any PRC Company SCSI Subsidiaries that materially and adversely affects in any way its their respective business, properties, assets or prospects or that prohibits SCSI or the Acquiree SCSI Shareholder from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby. Each of SCSI and the SCSI Subsidiaries holds all of the material permits, licenses, certificates or other authorizations of Governmental Authorities for the conduct of their respective businesses as presently conducted.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport have The Pulse Network has been and are being conducted in accordance with all applicable Laws foreign, federal, provincial and Orderslocal laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of The Pulse Network. Except as would not have a Material Adverse Effect, neither the AcquireeThe Pulse Network is not, the HK Company, nor any PRC Company and has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those alleging that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport it is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree The Pulse Network is a party or by which any of the AcquireeThe Pulse Network’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC CompanyThe Pulse Network, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Company The Pulse Network is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Pulse Network is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the AcquireeThe Pulse Network, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company The Pulse Network that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree The Pulse Network from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement Agreement, the Transaction Agreements or the consummation of the transactions Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport have Jade Affiliated has been and are being conducted in accordance with all applicable Laws foreign, federal, provincial and Orderslocal laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Jade Affiliated. Except as would not have a Material Adverse Effect, neither the AcquireeJade Affiliated is not, the HK Company, nor any PRC Company and has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those alleging that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport it is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Jade Affiliated is a party or by which any of the AcquireeJade Affiliated’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC CompanyJade Affiliated, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Company Jade Affiliated is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Jade Affiliated is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the AcquireeJade Affiliated, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company Jade Affiliated that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Jade Affiliated from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement Agreement, the Transaction Agreements or the consummation of the transactions Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as set forth on Schedule 4.11 or as would not have cause a Material Adverse Effect, the business and operations of the Acquiree, Company and the HK Company, Yangtze Newport Company Subsidiaries have been and are being conducted in accordance with all applicable Laws and Orders. Except as set forth on Schedule 4.11 or as would not have cause a Material Adverse Effect, neither the Acquiree, Company nor the HK Company, nor any PRC Company Subsidiaries has received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC the Company Subsidiaries and, to the knowledge Knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that as set forth on Schedule 4.11 or as would not have cause a Material Adverse Effect, neither the AcquireeCompany nor any Company Subsidiary, the HK Company, nor Yangtze Newport is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the AcquireeCompany’s properties, assets or rights are bound or affected. To Except as set forth on Schedule 4.11 or as would not cause a Material Adverse Effect, to the knowledge Knowledge of the Acquiree, the HK Company and each PRC Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the AcquireeCompany, the HK Company or any PRC of the Company Subsidiaries is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Except as set forth on Schedule 4.11, neither the Company, nor any of the Company Subsidiaries is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge Knowledge of the AcquireeCompany, any event or circumstance relating to the Acquiree, the HK Company or any PRC of the Company Subsidiaries that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse EffectEffect on the Ally Profit Companies and except as set forth on Schedule 3.6(a), the business and operations of the Acquiree, the HK Company, Yangtze Newport Ally Profit Companies have been and are being conducted in accordance with all applicable Laws foreign, federal, state and Orderslocal laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. Except as would not have a Material Adverse Effect, neither Effect on the AcquireeAlly Profit Companies, the HK Company, nor any PRC Company has received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport isAlly Profit Companies are not, and is are not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational the Ally Profit Companies’ Charter Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which any of the Acquiree is Ally Profit Companies are a party or by which any of the Acquiree’s Ally Profit Companies’ properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC Company, no No other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which any of the Acquiree, the HK Company or any PRC Company is Ally Profit Companies are a party is are (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree is Ally Profit Companies are not subject to any obligation or restriction of any kind or character, nor is are there, to the knowledge of the AcquireeAlly Profit Companies, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company Ally Profit Companies that materially and adversely affects in any way its their business, properties, assets or prospects or that prohibits the Acquiree from entering into this Agreement or would prevent or make burdensome its their performance of or compliance with all or any part of this Agreement or the Transaction Documents, or the consummation of the transactions contemplated hereby or thereby. “Material Adverse Effect” means, when used with respect to the Ally Profit Companies, any event, occurrence, change, effect or circumstance which, individually or in the aggregate, (a) has a material adverse effect on the business, assets, financial condition, results of operations of the Ally Profit Companies, in each case taken as a whole or (b) materially impair the ability of Ally Profit to perform its obligations under this Agreement, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, (ii) changes in the United States securities markets generally, or (iii) changes in general economic, currency exchange rate, political or regulatory conditions in industries in which the Ally Profit Companies operate.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport have SHV Corp. has been and are being conducted in accordance with all applicable Laws foreign, federal, provincial and Orderslocal laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of SHV Corp. Except as would not have a Material Adverse Effect, neither the AcquireeSHV Corp. is not, the HK Company, nor any PRC Company and has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those alleging that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport it is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree SHV Corp. is a party or by which any of the AcquireeSHV Corp.’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC CompanySHV Corp., no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Company SHV Corp. is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree SHV Corp. is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the AcquireeSHV Corp., any event or circumstance relating to the Acquiree, the HK Company or any PRC Company SHV Corp. that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree SHV Corp. from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement Agreement, the Transaction Agreements or the consummation of the transactions Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as set forth on Schedule 4.10 or as would not have cause a Material Adverse Effect, the business and operations of the Acquiree, Company and the HK Company, Yangtze Newport Company Subsidiaries have been and are being conducted in accordance with all applicable Laws and Orders. Except as set forth on Schedule 4.10 or as would not have cause a Material Adverse Effect, neither the Acquiree, Company nor the HK Company, nor any PRC Company Subsidiaries has received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC the Company Subsidiaries and, to the knowledge Knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those that as set forth on Schedule 4.10 or as would not have cause a Material Adverse Effect, neither the AcquireeCompany nor any Company Subsidiary, the HK Company, nor Yangtze Newport is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the AcquireeCompany’s properties, assets or rights are bound or affected. To Except as set forth on Schedule 4.10 or as would not cause a Material Adverse Effect ,to the knowledge Knowledge of the Acquiree, the HK Company and each PRC Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the AcquireeCompany, the HK Company or any PRC of the Company Subsidiaries is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Except as set forth on Schedule 4.10, the Company, nor any of the Company Subsidiaries is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge Knowledge of the AcquireeCompany, any event or circumstance relating to the Acquiree, the HK Company or any PRC of the Company Subsidiaries that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport have Buyippee has been and are being conducted in accordance with all applicable Laws foreign, federal, provincial and Orderslocal laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of Buyippee Except as would not have a Material Adverse Effect, neither the AcquireeBuyippee is not, the HK Company, nor any PRC Company and has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those alleging that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport it is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Buyippee is a party or by which any of the AcquireeBuyippee’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC CompanyBuyippee, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company or any PRC Company Buyippee is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Buyippee is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the AcquireeBuyippee, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company Buyippee that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Buyippee from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement Agreement, the Transaction Agreements or the consummation of the transactions Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport HOLY (H.K) LIMITED AND OCEANIC WELL PROFIT INC have been and are being conducted in accordance with all applicable Laws foreign, federal, provincial and Orderslocal laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of HOLY (H.K) LIMITED AND OCEANIC WELL PROFIT INC. Except as would not have a Material Adverse Effect, neither the AcquireeHOLY (H.K) LIMITED AND OCEANIC WELL PROFIT INC is not, the HK Company, nor any PRC Company and has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those alleging that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport it is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree HOLY (H.K) LIMITED AND OCEANIC WELL PROFIT INC is a party or by which any of the Acquiree’s HOLY (H.K) LIMITED AND OCEANIC WELL PROFIT INC's properties, assets or rights are bound or affected. To the knowledge of the Acquiree, the HK Company and each PRC CompanyHOLY (H.K) LIMITED AND OCEANIC WELL PROFIT INC, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree, the HK Company HOLY (H.K) LIMITED or any PRC Company OCEANIC WELL PROFIT INC is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree HOLY (H.K) LIMITED AND OCEANIC WELL PROFIT INC is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the AcquireeHOLY (H.K) LIMITED AND OCEANIC WELL PROFIT INC, any event or circumstance relating to the Acquiree, the HK Company or any PRC Company HOLY (H.K) LIMITED AND OCEANIC WELL PROFIT INC that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree HOLY (H.K) LIMITED AND OCEANIC WELL PROFIT INC from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement Agreement, the Transaction Agreements or the consummation of the transactions Transactions contemplated hereby or thereby.

Compliance with Laws and Other Instruments. Except for those that as would not have a Material Adverse Effect, the business and operations of the Acquiree, the HK Company, Yangtze Newport UPE and ZHUO TONG have been and are being conducted in accordance with all apxxxxxxxx foreign, federal, provincial and local laws, rules and regulations and all applicable Laws orders, injunctions, decrees, writs, judgments, determinations and Ordersawards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of UPE and ZHUO TONG. Except as would not have a Material Adverse Effect, neither the Acquireeeach ox XXX xx ZHUO TONG is not, the HK Company, nor any PRC Company and has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree, the HK Company or any PRC Company and, to the knowledge of the Acquiree, the HK Company and each PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except for those alleging that would not have a Material Adverse Effect, neither the Acquiree, the HK Company, nor Yangtze Newport it is, and is not alleged to be, in violation xxxxxxxxn of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree UPE or ZHUO TONG is a party or by which any of the Acquiree’s propertiesUPE's or ZHUO TONG's propertixx, assets xxxxxs or rights are bound or affected. To the knowledge thx xxxxxxxxx of the Acquiree, the HK Company UPE and each PRC CompanyZHUO TONG, no other party to any material contract, agreement, lease, licensexxxxxxx, commitment, instrument or other obligation to which the Acquiree, the HK Company UPE or any PRC Company ZHUO TONG is a party is (with or without notice or lapse of time or bothbxxx) in default xx xefault thereunder or in breach of any term thereof. The Acquiree Each of UPE and ZHUO TONG is not subject to any obligation or restriction of any kind or characterxx xxxxxcter, nor is there, to the knowledge of the AcquireeUPE or ZHUO TONG, any event or circumstance relating to the Acquiree, the HK Company UPE or any PRC Company that materially ZHUO TONG thax xxxxxxxlly and adversely affects in any way its businessbusinexx, propertiesxxxxxrties, assets or prospects or that prohibits the Acquiree UPE or ZHUO TONG from entering into this Agreement or and the Transaction Agreexxxxx xx would prevent or make burdensome its performance of or compliance with all or any part of this Agreement Agreement, the Transaction Agreements or the consummation of the transactions Transactions contemplated hereby or thereby.