iTalk Inc. (fka TALK)

[Bgallatin]

5.5 Compliance with Laws, etc. UMS and its Subsidiaries are in compliance, in all material respects, with all Laws and Orders that materially affect the UMS Shares. No written notice, charge, claim, Action or assertion has been received by UMS or, to UMS’s Knowledge, has been filed, commenced or threatened against UMS alleging any material violation of such Laws and Order materially affecting the UMS Shares.

To UMS’s Knowledge, UMS and its Subsidiaries have obtained all material Licenses necessary for the operation of the Business. All such Licenses obtained by UMS are in full force and effect, and there exists no material violation of any such License which has not been cured. To UMS and its Stockholders Knowledge, there are no proceedings pending or threatened against UMS or its Subsidiaries for the revocation or limitation of any such Licenses.

https://www.lawinsider.com/contracts/w863WSIqAZD8sC8tOxYiS/italk-inc/purchase-and-sale-agreement/2015-09-28#55