Common use of Compliance with Laws; Consents and Permits Clause in Contracts

Compliance with Laws; Consents and Permits. Each of the Group Companies has not conducted any activity in violation of any Applicable Laws or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any Governmental Authority and any third party which are required to be obtained or made by each of the Group Companies, the Founders and the FounderCos in connection with the consummation of the transactions contemplated hereunder (including without limitation those contemplated under the Shareholders Agreement and any other Transaction Documents) shall have been obtained or made prior to and remain effective as of the Closing. Each of the Group Companies has all approvals, franchises, permits, licenses and any similar authority necessary for the conduct of its business. None of the Group Companies, the Founders or the FounderCo is in default under any of such approvals, permits, licenses or other similar authority, nor is it or him or her in receipt of any letter or notice from any relevant Governmental Authority notifying revocation of any such approvals, permits or licenses for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group Company, such Founder or the FounderCo. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any Group Company which are subject to periodic renewal by any Governmental Authorities, neither any Group Company, nor any Founder, nor the FounderCo has any reason to believe that such requisite renewals will not be granted by the relevant Governmental Authorities. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of the Group Companies is required in connection with the valid execution, delivery and consummation of the transactions contemplated by this Agreement, the Shareholders Agreement, any other Transaction Documents or the offer, sale, issuance or reservation for issuance of the Preferred Shares and the Ordinary Shares issuable upon conversion of the Preferred Shares.

Compliance with Laws; Consents and Permits. Each of the Group Companies has not conducted any activity in violation of any Applicable Laws or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any Governmental Authority and any third party which are required to be obtained or made by each of the Group Companies, the Founders and the FounderCos in connection with the consummation of the transactions contemplated hereunder (including without limitation those contemplated under the Shareholders Agreement and any other Transaction Documents) shall have been obtained or made prior to and remain effective as of the Closing. Each of the Group Companies has all approvals, franchises, permits, licenses and any similar authority necessary for the conduct of its business. None of the Group Companies, the Founders or the FounderCo is in default under any of such approvals, permits, licenses or other similar authority, nor is it or him or her in receipt of any letter or notice from any relevant Governmental Authority notifying revocation of any such approvals, permits or licenses for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group Company, such Founder or the FounderCo. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any Group Company which are subject to periodic renewal by any Governmental Authorities, neither any Group Company, nor any Founder, nor the FounderCo has any reason to believe that such requisite renewals will not be granted by the relevant Governmental Authorities. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of the Group Companies is required in connection with the valid execution, delivery and consummation of the transactions contemplated by this Agreement, the Shareholders Agreement, any other Transaction Documents Agreement or the offer, sale, issuance or reservation for issuance of the Preferred Purchased Shares and the Ordinary Shares issuable upon conversion of the Preferred Purchased Shares.

Compliance with Laws; Consents and Permits. Each None of the Group Companies has not conducted any activity in material violation of any Applicable Laws applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any Governmental Authority governmental authority and any third party which are required to be obtained or made by each of the Group Companies, the Founders and the FounderCos Covenantor in connection with the consummation of the transactions contemplated hereunder (including without limitation those contemplated under the Shareholders Agreement and any other Transaction Documents) shall have been obtained or made prior to and remain be effective as of the Closing. Each Except as disclosed in Section 4.12 of the Disclosure Schedule, each Group Companies Company has all material approvals, franchises, permits, licenses and any similar authority necessary for the conduct of its businessbusiness or its Principle Business (as the case may be) as currently conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group Companies, the Founders or the FounderCo Companies is in default under any of such approvals, permits, licenses or other similar authority, nor is it or him or her in receipt of any letter or notice from any relevant Governmental Authority authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group Company, such Founder or the FounderCo. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any Group Company Domestic Enterprise which are subject to periodic renewal by any Governmental Authoritiesrenewal, neither any Group Company, nor any Founder, nor none of the FounderCo Covenantors has any reason to believe that such requisite renewals will not be granted by the relevant Governmental Authorities. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of the Group Companies is required in connection with the valid execution, delivery and consummation of the transactions contemplated by this Agreement, the Shareholders Agreement, any other Transaction Documents or the offer, sale, issuance or reservation for issuance of the Preferred Shares and the Ordinary Shares issuable upon conversion of the Preferred SharesPRC authorities.

Compliance with Laws; Consents and Permits. Each Except as disclosed in Section 4.8 of the Disclosure Schedule, none of the Group Companies Company has not conducted any activity in material violation of any Applicable Laws or restriction of any domestic or foreign government or any instrumentality or agency thereof material applicable law in respect of the conduct of its business or the ownership of its properties. All material consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any Governmental Authority governmental authority and any third party which are required to be obtained or made by each of the Group Companies, the Founders and the FounderCos Company in connection with the consummation of the transactions contemplated hereunder (including without limitation those contemplated or under the Shareholders Agreement and any other Transaction Documents) Document shall have been obtained or made prior to and remain be effective as of the Closing. Each of the Group Companies Company has all material approvals, franchises, permits, licenses and licenses, authorizations or registrations, qualifications, designations, declarations, filings any similar authority necessary for the conduct of its business, the absence of which would be reasonably likely to have a Material Adverse Effect on its business or properties. None of the Group Companies, the Founders or the FounderCo Company is in default in any material respect under any of such approvals, permits, licenses or other similar authority, nor is it or him or her in receipt of any letter or notice from any relevant Governmental Authority authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such each Group Company, such Founder or the FounderCo. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any each Group Company which are subject to periodic renewal by any Governmental Authoritiesgovernmental or administrative authorities, neither any Group Company, nor any Founder, nor the FounderCo has any reason to believe that such requisite renewals will not are reasonably expected by the Company, the relevant Group Companies and the Management to be granted by the relevant Governmental Authoritiesauthorities. No consent, approval, order or authorization of, of or registration, qualification, designation, declaration or filing with, any Governmental Authority governmental authority is required on the part of the Group Companies is required Company in connection with the valid execution, delivery and consummation of the transactions contemplated by this Agreementhereunder, the Shareholders Agreement, any other Transaction Documents or the offer, sale, issuance or reservation for issuance of the Preferred Series F Shares and the Ordinary Shares issuable upon conversion of the Preferred Conversion Shares.

Compliance with Laws; Consents and Permits. Each of the Group Companies Company has not conducted any activity in material violation of any Applicable Laws applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any Governmental Authority governmental authority and any third party which are required to be obtained or made by each of the Group Companies, the Founders and the FounderCos Company in connection with the consummation of the transactions contemplated hereunder (including without limitation those contemplated under the Shareholders Agreement and any other Transaction DocumentsAgreements) shall have been obtained or made prior to and remain be effective as of the Closing. Each of the Group Companies Company has all material approvals, franchises, permits, licenses and any similar authority necessary for the conduct of its business. None of the No Group Companies, the Founders or the FounderCo Company is in default under any of such approvals, permits, licenses or other similar authority, nor is it or him or her in receipt of any letter or notice from any relevant Governmental Authority authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such each Group Company, such Founder or the FounderCo. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any each Group Company which are subject to periodic renewal by any Governmental Authoritiesgovernmental or administrative authorities, neither any no Group Company, nor any Founder, nor the FounderCo Company has any reason to believe that such requisite renewals will not be granted by the relevant Governmental Authoritiesauthorities. No consent, approval, order or authorization of, of or registration, qualification, designation, declaration or filing with, any Governmental Authority governmental authority is required on the part of the Group Companies Warrantors is required in connection with the valid execution, delivery and consummation of the transactions contemplated by this Agreementhereunder, the Shareholders Agreement, any other Transaction Documents or the offer, sale, issuance or reservation for issuance of the Preferred Shares and the Ordinary Shares issuable upon conversion of the Preferred Shares.

Compliance with Laws; Consents and Permits. Each Except as disclosed in Section 4.6 of the Disclosure Schedule, each Group Companies Company has not conducted any activity in material violation of any Applicable Laws applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any supranational, national, state, municipal or local court or tribunal or administrative, governmental or regulatory body, agency or authority (a “Governmental Authority Authority”) and any third party which are required to be obtained or made by each of the Group Companies, the Founders and the FounderCos Warrantor in connection with the consummation of the transactions contemplated hereunder (including without limitation those contemplated under the Shareholders Agreement and any other Transaction DocumentsAncillary Agreements) shall have been obtained or made prior to and remain be effective as of the Closing. Each Except as disclosed in Section 4.6 of the Disclosure Schedule, each Group Companies Company has all material approvals, franchises, permits, licenses and any similar authority necessary for the conduct of its business. None of the Group Companies, the Founders or the FounderCo absence of which would be reasonably likely to have a Material Adverse Effect. No Warrantor is in default under any of such approvals, permits, licenses or other similar authority, nor is it or him or her in receipt of any letter or notice from any relevant Governmental Authority authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance noncompliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group Company, such Founder or the FounderCoeach Warrantor. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any each Group Company which are subject to periodic renewal by any Governmental Authoritiesgovernmental or administrative authorities, neither any Group Company, nor any Founder, nor the FounderCo no Warrantor has any reason to believe that such requisite renewals will not be granted by the relevant Governmental Authoritiesauthorities. No consent, approval, order or authorization of, of or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of the Group Companies Company is required in connection with the valid execution, delivery and consummation of the transactions contemplated by this Agreementhereunder, the Shareholders Agreement, any other Transaction Documents or the offer, sale, issuance offer or reservation for issuance sale of the Preferred Shares and the Ordinary Shares issuable upon conversion of the Preferred Purchased Shares.

Compliance with Laws; Consents and Permits. Each of the Group Companies The Operating Company has not conducted any activity in material violation of any Applicable Laws applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its propertiesproperties (including, without limitation, any that relate to the ownership of the Assets and conducting of Principal Business, consumer protection, health and safety, products and services, proprietary rights and improper payments). All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any Governmental Authority governmental authority and any third party which are required to be obtained or made by each of the Group Companies, the Founders Operating Company and the FounderCos Purchasers in connection with the consummation of the transactions contemplated hereunder (including without limitation those contemplated under the Shareholders Agreement and any other Transaction Restructuring Documents) shall have been obtained or made prior to and remain be effective as of the Closing. Each of the Group Companies The Operating Company has all material approvals, franchises, permits, licenses and any similar authority necessary for the conduct of its business. None of the Group Companiesbusiness as currently conducted, the Founders or the FounderCo absence of which would be reasonably likely to have a Material Adverse Effect. The Operating Company is not in default under any of such approvals, permits, licenses or other similar authority, nor is it or him or her in receipt of any letter or notice from any relevant Governmental Authority authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group the Operating Company, such Founder or the FounderCo. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any Group the Operating Company which are subject to periodic renewal by any Governmental Authoritiesrenewal, neither any Group the Operating Company, nor any Founder, nor of the FounderCo Purchasers has any reason to believe that such requisite renewals will not be granted by the relevant Governmental Authorities. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of the Group Companies is required in connection with the valid execution, delivery and consummation of the transactions contemplated by this Agreement, the Shareholders Agreement, any other Transaction Documents or the offer, sale, issuance or reservation for issuance of the Preferred Shares and the Ordinary Shares issuable upon conversion of the Preferred SharesPRC authorities.

Compliance with Laws; Consents and Permits. Each of the Group Companies is, and has been, in compliance in all respects with all applicable laws, except for such non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of the Group Companies has conducted any activity in that may, with or without notice or lapse of time or both, constitute a violation of of, or a failure to comply with, any Applicable Laws applicable law, statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any Governmental Authority and any third party which are required to be obtained or made by each of the any Group Companies, the Founders and the FounderCos Company in connection with the valid execution, delivery and performance of the Transaction Agreements, and the consummation of the transactions transaction contemplated hereunder (including without limitation those contemplated under by the Shareholders Agreement and any other Transaction Documents) shall Agreements, have been duly obtained or made prior to and remain effective are in full force and effect as of the Closing. Each of the Group Companies Company has obtained and is in compliance with all approvals, franchises, permits, licenses and any similar authority necessary for the due and proper establishment and the conduct of its business as currently conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. There is no term or provision of any mortgage, indenture, contract, agreement or instrument to which any Group Company is a party or by which any of them is bound, or, to the knowledge of the Group Companies, of any judgment, decree, order, statute, rule or regulation applicable to or binding upon any Group Company, that materially adversely affects or, so far as the Company may now foresee, in the future is reasonably likely to materially adversely affect, the business, prospects, condition, affairs or operations of any Group Company or any of their respective properties or assets. None of the Group Companies, the Founders or the FounderCo Companies is in default under any of such approvals, permits, licenses or other similar authority, nor is it or him or her in receipt of any letter or notice from any relevant Governmental Authority notifying revocation of any such approvals, permits or licenses issued to it for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group Company, such Founder or the FounderCo. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any Group Company which are subject to periodic renewal by any Governmental Authorities, neither any Group Company, nor any Founder, nor the FounderCo has any reason to believe that such requisite renewals will not be granted by the relevant Governmental Authorities. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of the Group Companies is required in connection with the valid execution, delivery and consummation of the transactions contemplated by this Agreement, the Shareholders Agreement, any other Transaction Documents or the offer, sale, issuance or reservation for issuance of the Preferred Shares and the Ordinary Shares issuable upon conversion of the Preferred Shares.

Compliance with Laws; Consents and Permits. Each None of the Group Companies is, or has not conducted any activity been since its establishment, in violation of any Applicable Laws or restriction of any domestic or foreign government or any instrumentality or agency thereof Law in respect of the conduct of its business or the ownership of its properties, and none of the Yixin Entities is, or has been since its establishment, in violation of any Law in respect of its operation of the Business. All consentsExcept as set forth in Section 4.12 of the Disclosure Schedule, permitsnone of the execution and delivery of each Transaction Document to which any Group Company or Yixin Entity is or will be a party, approvalsthe consummation of any of the Transactions nor the performance by any Group Company or Yixin Entity of each Transaction Document to which such Group Company or Yixin Entity is or will be a party in accordance with its terms requires any Consent of any Governmental Authority or any other Person, ordersexcept for those Consents expressly set forth in the Transaction Documents. Except for those Consents expressly set forth in the Framework Agreement that will be obtained after the First Stage Completion, authorizations or registrations, qualifications, designations, declarations or filings by or with Consents of any Governmental Authority and any third party which are required to be obtained or made by each of the Group Companies, the Founders and the FounderCos any Warrantor in connection with the consummation of the transactions contemplated hereunder (including without limitation those contemplated under the Shareholders Agreement and any other Transaction Documents) shall Transactions have been obtained or made will have been obtained prior to and remain effective as the First Closing. Based in part on the representations of the ClosingInvestors set forth in Section 5 below, the offer, sale and issuance of the Series A-1 Shares in conformity with the terms of this Agreement are exempt from the registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”) and each other analogous provision of applicable securities law. Each of the Group Companies Company has all approvals, franchises, permits, licenses and any similar authority Consents necessary for the conduct of its businessbusiness as currently conducted and as proposed to be conducted. None of the Group Companies, the Founders or the FounderCo Companies is in default under any of such approvals, permits, licenses or other similar authorityConsents, nor is it or him or her in receipt of any letter or notice from any relevant Governmental Authority authority notifying revocation of any such approvals, permits or licenses Consents issued to it for non-compliance noncompliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by such Group Company, such Founder or the FounderCo. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of any Group Company such Consents which are subject to periodic renewal by any Governmental AuthoritiesAuthority, neither any Group Company, nor any Founder, nor none of the FounderCo Warrantors has any reason to believe that such requisite renewals will not be granted by the relevant such Governmental AuthoritiesAuthority. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, Consent of any Governmental Authority is required on the part of the Group Companies is required Warrantors in connection with the valid execution, delivery and consummation of the transactions contemplated by this Agreement, the Shareholders Agreement, any other Transaction Documents or the offer, sale, issuance or reservation for issuance of the Preferred Series A-1 Shares and the Ordinary Shares issuable upon conversion of the Preferred Conversion Shares.