Common use of Compliance with Laws; Licenses Clause in Contracts

Compliance with Laws; Licenses. The businesses of each of NSGP and, to Seller’s Knowledge, NSLP and their respective Subsidiaries, have not been since November 12, 2013, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that do not constitute a Seller Material Adverse Effect or NSGP/NSLP Material Adverse Effect. To Seller’s Knowledge (a) no investigation or review by any Governmental Entity with respect to either of NSGP or NSLP or any of their respective Subsidiaries is pending or has been threatened, nor (b) has any Governmental Entity informed NSGP or NSLP or any of their respective Subsidiaries, an intention to conduct the same, except, in each case, for such investigations or reviews the outcome of which does not constitute a Seller Material Adverse Effect or NSGP/NSLP Material Adverse Effect. None of NSGP or, to Seller’s Knowledge, NSLP and their respective Subsidiaries, has received written notice of any non-compliance with Law not cured as of the date hereof, which constitutes a Seller Material Adverse Effect or NSGP/NSLP Material Adverse Effect. Each of NSGP and, to Seller’s Knowledge, NSLP and their respective Subsidiaries, has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity necessary to conduct its business as presently conducted, except those the absence of which, or failure to comply with which, does not constitute a Seller Material Adverse Effect or NSGP/NSLP Material Adverse Effect.

Compliance with Laws; Licenses. The Except as would not have, individually or in the aggregate, a Material Adverse Effect or would not reasonably be expected to prevent or materially impair the consummation of the transactions contemplated by this Agreement, the businesses of each of NSGP and, to Seller’s Knowledge, NSLP the Company Representors and their respective Subsidiaries, Seller Representors have not been been, since November 12December 31, 20132012, and are not being, being conducted in violation of any applicable United States federal, statestate or local, local non-United States national, provincial or foreign local, or multinational law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunctiondirective, decree, arbitration awardor treaty provision applicable to the Company Representors and Seller Representors, or any judgment, agency requirement, requirement license or permit of any Governmental Entity (collectivelyAuthority. No investigation, “Laws”), except for violations that do not constitute a Seller Material Adverse Effect or NSGP/NSLP Material Adverse Effect. To Seller’s Knowledge (a) no investigation audit or review by any Governmental Entity Authority with respect to either of NSGP or NSLP or any of their respective Subsidiaries the Company Representors and Seller Representors is pending or has been or, to the Knowledge of the Company Representor, threatened, nor (b) has any Governmental Entity informed NSGP or NSLP or any Authority notified the Company Representors and Seller Representors of their respective Subsidiaries, an its intention to conduct the same, exceptexcept for (i) such investigations, in each case, for such investigations audits or reviews that would not have, individually or in the outcome of which does not constitute aggregate, a Seller Material Adverse Effect and/or (ii) any investigation or NSGP/NSLP Material Adverse Effectreview related to the Merger. None As of NSGP orthe date hereof, to Seller’s Knowledge, NSLP and their respective Subsidiaries, neither the Company Representor nor Seller Representor has received any written notice or communication of any non-compliance material noncompliance with Law any applicable Laws that has not been cured as of the date hereof. The Company Representor and the Seller Representor each has made applications for or obtained, which constitutes a Seller Material Adverse Effect or NSGP/NSLP Material Adverse Effect. Each of NSGP and, to Seller’s Knowledge, NSLP and their respective Subsidiaries, has obtained renewed and is in compliance with all material permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity Authority (“Licenses”) necessary to conduct its business in all material respects as presently conducted, except those as would not have, individually or in the absence of whichaggregate, or failure to comply with which, does not constitute a Seller Material Adverse Effect or NSGP/NSLP Material Adverse Effect.

Compliance with Laws; Licenses. (a) The businesses of each of NSGP and, to Seller’s Knowledge, NSLP such Party and their respective Subsidiaries, its Subsidiaries have not been since November 12, 2013the Applicable Date, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”)applicable Law, except for violations that do not constitute as would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect or NSGP/NSLP Material Adverse Effecton such Party. To Seller’s Knowledge (ab) Except with respect to regulatory matters covered by Section 8.6, no investigation or review by any Governmental Entity with respect to either of NSGP or NSLP such Party or any of their respective its Subsidiaries is pending or has been threatenedor, to the Knowledge of such Party, threatened in writing, nor (b) has any Governmental Entity informed NSGP or NSLP or any of their respective Subsidiaries, indicated an intention to conduct the same, except, in each case, for such investigations except as would not, individually or reviews in the outcome of which does not constitute aggregate, reasonably be expected to have a Seller Material Adverse Effect on such Party. (c) Except as would not, individually or NSGP/NSLP Material Adverse Effect. None of NSGP orin the aggregate, reasonably be expected to Seller’s Knowledge, NSLP and their respective Subsidiaries, has received written notice of any non-compliance with Law not cured as of the date hereof, which constitutes have a Seller Material Adverse Effect or NSGP/NSLP Material Adverse Effect. Each on such Party, such Party and each of NSGP and, to Seller’s Knowledge, NSLP and their respective Subsidiaries, its Subsidiaries has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders Licenses (including all Licenses issued or granted by a Governmental Entity the Federal Communications Commission (each, an “FCC License”)) necessary for it to own, lease or operate its properties, rights and other assets and to conduct its business and operations as presently conducted, except those the absence of whichconducted in all material respects and all such Licenses are in full force and effect in all material respects. No material default under, or failure material violation of, any FCC License or other material License has occurred since the Applicable Date that has not been fully cured pursuant to comply with whicha corrective action. To such Party’s Knowledge, does there is not constitute currently threatened any revocation, adverse modification or cancellation of any FCC License or other material License. (d) Except as, individually or in the aggregate, would not reasonably be expected to have a Seller Material Adverse Effect on such Party, since the Applicable Date, such Party and each of its Subsidiaries has at all times conducted all export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott Laws of all other countries in which the business of such Party or NSGP/NSLP any of its Subsidiaries is conducted. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.Effect on such Party, neither such Party nor any of its Subsidiaries has been since the Applicable Date or currently is the subject of a charging letter or penalty notice issued, or to the Knowledge of such Party, an investigation -21- 052054-0169-16505-Active.27978848.6 SC1:4755315.9