ADA Compliance. Each of the Properties is in compliance with the Americans with Disabilities Act of 1990.

The following work shall be performed to the base building air conditioning equipment serving the Entire 3rd Floor Space (which work shall be performed utilizing a contractor selected by Landlord provided that the use of such contractor shall not void any warranty associated with such equipment); provided that distribution within the Premises shall be at Tenant’s sole cost and expense:

ADA Compliant Ramps. Seller shall be responsible for installation of any and all required ADA sidewalk ramps for sidewalks installed by Seller. Said ramps shall meet all the ADA Guidelines, Code and Specifications for such ramps.

Americans with Disabilities Act (ADA), as amended, 42 U.S.C. § 12101 et seq. (which statute generally prohibits disability discrimination);

ADA: the Americans with Disabilities Act and the regulations promulgated thereunder, as the same may be amended from time to time.

Compliance. The Company is not in violation of any term of its Articles or By-Laws, as amended. Except as set forth on [Schedule 3.15], to the Company’s knowledge, the Company is not in violation of or default under any provision of: # any mortgage, indenture, contract, agreement, license, deed of trust, lease, franchise, permit or other instrument to which it is a party or by which it or any of its properties are bound and there does not exist any state of facts which constitutes an event of default or which, with notice or lapse of time or both, would constitute an event of default; or # any judgment, decree, order, statute, rule or regulation to which the Company is subject to, but excluding from the [foregoing [clauses (a) and (b)])]])], defaults or violations which would not have a Company Material Adverse Effect or which become applicable as a result of the business or activities in which Buyer or Merger Sub is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Buyer or Merger Sub.

Compliance. Neither the Company nor any Subsidiary: # is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), # is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

Compliance. Buyers shall comply with all applicable securities laws, rules and regulations regarding this Agreement, the transactions contemplated hereby and all related transactions.

Compliance. Both TLC and TLC Hong Kong shall comply with all Applicable Law in connection with the activities contemplated by this Agreement. The Parties further agree to use their best efforts to negotiate and execute any amendments hereto that may be deemed necessary or appropriate to maintain compliance with any Applicable Law to either Party.

Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.