8. Litigation

. There is no action, claim, suit, proceeding, arbitration or investigation pending or, to the Seller’s or the Founders’ knowledge, currently threatened against the Company or any officer, director, or key employee of the Company (i) that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect or in any change in the current equity ownership of the Company or (ii) that questions the validity of this Agreement or the Instrument of Transfer or the right of the Company to enter into this Agreement, or to consummate the transactions contemplated hereby or by the Instrument of Transfer.

9. Tax Returns and Payments. The Company has filed all tax returns and reports (federal, state and local) required to be filed by it. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements (as defined below) in accordance with generally accepted accounting principles. All taxes shown to be due and payable on such returns, any assessments imposed, and to the Seller’s or the Founders’ knowledge, all other taxes and assessments due and payable by the Company on or before the Closing have been paid or will be paid prior to the time they become delinquent.

TRANSLATION TIPS

all tax returns and reports	все налоговые декларации и отчеты
all other taxes and assessments due and payable by the Company on or before the Closing have been paid or will be paid prior to the time they become delinquent	все прочие налоги и начисления, причитающиеся с Общества за период по дату Завершения сделки, были или будут уплачены без просрочки платежа

10. Compliance with Laws; Permits. The Company is not in violation of any 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, which violation would materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company.

11. Ownership of Shares. The Seller owns all right, title and interest (legal and beneficial) in and to all the Shares free and clear of all liens, including, but not limited to, any lien, pledge, claim, security interest, encumbrance, mortgage, assessment, charge, restriction or limitation of any kind, whether arising by agreement, operation of law or otherwise, except for those imposed by applicable securities laws. The Seller has the full power and authority to sell, transfer, convey, assign and deliver the Shares to the Purchaser, and upon delivery and payment for the Shares at the Closing, the Purchaser shall acquire valid and unencumbered title to the Shares.

12. Representations and Warranties. The representations and warranties of the Seller and the Founders contained in Section 2 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing.