EBay (EBAY)

2.17 Legal Proceedings; Orders.

(a) Except as set forth in Part 2.17(a) of the Company Disclosure Schedule: (i) there is no pending material Legal Proceeding; and (ii) to the Knowledge of the Company: (A) no Governmental Body has overtly threatened to commence any Legal Proceeding; and (B) no other Person has threatened in writing to commence any Legal Proceeding, in the case of clauses “(i)” and “(ii)” of this sentence: (1) that involves: (A) the Company; (B) any securities of the Company; or (C) any alleged action or omission on the part of any director, officer or employee of the Company in his or her capacity as such; or (2) that challenges, or that may have the effect of preventing, materially delaying, making illegal or otherwise materially interfering with, the Share Purchase or the other transactions contemplated by this Agreement.

(b) There is no Order to which the Company, or any of the assets owned or used by the Company, is subject, except as would not have and would not reasonably be expected to have or result in a Company Material Adverse Effect. To the Knowledge of the Company, no director, officer or other employee of the Company is subject to any Order that prohibits such director, officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of the Company as it is currently conducted, except as would not have and would not reasonably be expected to have or result in a Company Material Adverse Effect.

2.18 Authority; Binding Nature of Agreement. The Selling Shareholder has the corporate right, power and authority to enter into and to perform its obligations under this Agreement. The board of directors of the Selling Shareholder (at a meeting duly called and held) has unanimously determined that this Agreement is in the best interests of the Selling Shareholder and its shareholders and has approved this Agreement in accordance with applicable Legal Requirements. This Agreement has been duly and validly executed and delivered by Parent and the Selling Shareholder and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes the legal, valid and binding obligation of Parent and the Selling Shareholder, enforceable against Parent and the Selling Shareholder in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

2.19 Non-Contravention; Consents. Assuming compliance with (and receipt of all required approvals under) any antitrust law, the execution or delivery of this Agreement by Parent and the Selling Shareholder, will or would reasonably be expected to, directly or indirectly (with or without notice or lapse of time):

(a) contravene, conflict with or result in a violation of: (i) any of the provisions of the Articles of Incorporation or other organizational documents of Parent or the Selling Shareholder; or (ii) any resolution adopted by the shareholders of Parent or the Selling Shareholder, the board of directors of Parent or the Selling Shareholder or any committee of the board of directors of Parent or the Selling Shareholder;

(b) contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or the Selling Shareholder, or any of the assets owned or used by Parent or the Selling Shareholder, is subject;

(c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company;

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(d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract that is material to the Company, or give any Person the right to: (i) declare a default or exercise any remedy under any Company Contract that is material to the Company; (ii) accelerate the maturity or performance of any Company Contract that is material to the Company; or (iii) cancel, terminate or modify any right, benefit, obligation or other term of any Company Contract that is material to the Company;

(e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company (except for liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company); or

(f) result in, or increase the likelihood of, the disclosure or delivery to any escrowholder or other Person of any Company IP (including Company Source Code), or the transfer of any material asset of the Company to any Person;

except, in the case of clauses “(a)” through “(f)” of this sentence, as would not and would not reasonably be expected to be material to the Company or have a material adverse effect on the ability of Parent or Selling Shareholder to consummate the transactions contemplated by this Agreement. Except as required under Korean foreign-investment and foreign-exchange regulations, Parent and the Selling Shareholder were not, are not and will not be, required to make any material filing with or give any material notice to, or to obtain any material Consent from, any Person in connection with: (x) the execution, delivery or performance of this Agreement; or (y) the consummation of the transactions contemplated by this Agreement.

2.20 Financial Advisor. Except as set forth in Part 2.20 of the Company Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Share Purchase or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to the Selling Shareholder as follows: