inventory sold in the ordinary course of business upon customary credit terms and sales of scrap or obsolete material or equipment;

(whether individually or jointly with others) by such [[Loan Parties:Organization]], # the name and address of each internet service provider through whom each such website is operated, # the name and address of each operator of each other internet site, internet search engine, internet directory or Web browser with whom such [[Loan Parties:Organization]] maintains any advertising or linking relationship which is material to the operation of or flow of internet traffic to such [[Loan Parties:Organization]]’s website and # each technology licensing and other agreement that is material to the operation of such [[Loan Parties:Organization]]’s website or to the advertising and linking relationship described in (H), and the name and address of each other party to such agreement.

Through friendly negotiation, Party A agrees to appoint Party B to act as its advertising agent with respect to the advertising business of Tencent (excluding the advertising business of local websites and franchisee websites of real estate), and both parties agree as follows in respect of their cooperation:

Material Adverse Change. A material adverse change occurs, or is reasonably likely to occur, in [[Organization A:Organization]]’s (or any guarantor’s) business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit.

No Material Misstatements. The reports, financial statements and other written information furnished by or on behalf of such Borrower to the Administrative Agent, any Fronting Bank or any Lender pursuant to or in connection with this Amendment and the transactions contemplated hereby, when taken together with the Disclosure Documents, do not contain, when taken as a whole, any untrue statement of a material fact and do not omit, when taken as a whole, to state any fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect.

No Material Defaults. Neither the Company nor any Subsidiary has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form 10-K, indicating that it # has failed to pay any dividend or sinking fund installment on preferred stock or # has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect.

No Material Notices. None of the following events shall have occurred and be continuing: # receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; # the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or receipt by the Company of notification of the initiation of any proceedings for that purpose; # receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or receipt by the Company of notification of the initiation of, or a threat to initiate, any proceeding for such purpose; or # the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus or any material Incorporated Document untrue in any material respect or that requires the making of any changes in the Registration Statement, the Prospectus or any material Incorporated Document so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus or any material Incorporated Document, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Material Adverse Effect. A Material Adverse Effect shall have occurred, as determined by [[Organization B:Organization]] in its sole good faith discretion and not been waived in writing; or

Material Adverse Change. Since September 30, 2018, there has been no change in the business, condition (financial or otherwise), operations, performance or Properties of the Company and its Subsidiaries, as reflected in the audited annual consolidated financial statements of the Company and its Subsidiaries for the fiscal year ended on such date described in [Section 6.4], which has had or could reasonably be expected to have a Material Adverse Effect.

Material Adverse Effect. The Parent and the Company shall promptly advise the Purchaser in writing of the occurrence of any matter or event occurring on or after the date of this Agreement and prior to each Closing that may reasonably be expected to result in a Material Adverse Effect.