Common use of Compliance with Laws; Licenses Clause in Contracts

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since January 1, 2012 have not been, and are not being, conducted in violation of any applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. To the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, as of the date of this Agreement, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since January 1, 2012 have not been, and are not being, been conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or statute, ordinance, common lawrule, or any rule or regulation (collectively, “Laws”) or any orderregulation, judgment, order, injunction, rulingdecree, writarbitration award, award agency requirement, license or decree permit of any Governmental Entity (collectively, “Order”"Laws"), except for such violations that would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect. To the Knowledge of the Company, no No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, as to the knowledge of the date officers of this Agreementthe Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, same except for such investigations or reviews that would not, individually or in the outcome aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries each has all governmental permits, licenses, franchises, variances, exemptions, orders issued or granted by a Governmental Entity and all other authorizations, consents and approvals issued or granted by a Governmental Entity ("Licenses") necessary to conduct its business as presently conducted, except those the absence of which would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect. Except as would not, individually or in Effect (the aggregate, reasonably be likely to have a Company "Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses").

Compliance with Laws; Licenses. (i) The businesses of each of the Company Debtor and its Subsidiaries have not, since January 1December 31, 2012 have not 2014, been, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule rule, regulation, standard, Order, agency requirement, license or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notthat, individually or in the aggregate, are not reasonably be likely to have a Company Material Adverse Effect. To the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending orDebtor, as of the date of this Agreement, threatenedno investigation by any Governmental Entity with respect to any actual or alleged violation of Law by the Debtor or any of its Subsidiaries is pending or threatened in writing, nor has any Governmental Entity indicated notified the Debtor in writing of an intention to conduct the same, except for such investigations or reviews the outcome of which are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. The Debtor and its Subsidiaries each 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 (“Licenses”) necessary to conduct its business as presently conducted, except those failures or the absence of which would not, individually or in the aggregate, reasonably be likely expected to have result in a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since January 1, 2012 have not been, and are not being, conducted operate their respective businesses in violation of substantial compliance with any applicable federal, state, local, local or foreign Laws applicable to such businesses (other than any Laws relating to the subject matters covered in Section 5.12 or transnational law, statute or ordinance, common law, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”5.14), except for such violations that would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect. To Effect or to prevent, impede or materially delay the Knowledge ability of the Company, no Company to consummate the transactions contemplated hereby or to perform its obligations hereunder. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, as to the Knowledge of the date of this AgreementCompany, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews that would not, individually or in the outcome aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and its Subsidiaries each has all governmental permits, licenses, franchises, variances, exemptions, orders issued or granted by a Governmental Entity and all other authorizations, consents and approvals issued or granted by a Governmental Entity necessary to conduct its business as presently conducted, except those the absence of which would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses.

Compliance with Laws; Licenses. (i) The Since the Applicable Date, the businesses of each of the Company and its Subsidiaries since January 1, 2012 have not been, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, judgment, injunction, rulingorder, writ, award injunction or decree decree, of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. To the Knowledge of Effect with respect to the Company, no . No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, as of the date of this Agreement, or threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. The Company and its Subsidiaries have each obtained and are in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct their respective businesses as presently conducted, except for those the absence of which would not reasonably be likely expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect with respect to the Company. Except No suspension or cancellation of any License is pending or threatened in writing, except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, Effect with respect to the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businessesCompany.

Compliance with Laws; Licenses. (i) The Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the businesses of each of the Company and its Subsidiaries since January 1, 2012 have not been, since December 31, 2010, and are not being, being conducted in violation of any applicable United States federal, state, state or local, foreign non-United States national, provincial or transnational local, or multinational law, statute or ordinance, common law, or any rule rule, regulation, directive, treaty provision applicable to the Company and its Subsidiaries, Judgment, agency requirement, license or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree permit of any Governmental Entity (collectively, “OrderLaws”). No investigation, except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. To the Knowledge of the Company, no investigation audit or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, as to the Knowledge of the date of this AgreementCompany, threatened, nor has any Governmental Entity indicated an notified the Company of its intention to conduct the same, except for (A) such investigations or reviews the outcome of which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as would not, individually Effect and/or (B) such investigations or reviews in the aggregate, reasonably be likely to have a Company Material Adverse Effect, trading in the securities of the Company and related to the Merger. As of the date hereof, neither the Company nor any of its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued has received any notice or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businessescommunication of any material noncompliance with any applicable Laws that has not been cured as of the date hereof.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since January 1, 2012 have not beenbeen since the Applicable Date, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notthat, individually or in the aggregate, would not reasonably be likely expected to have be material to the Company taken as a Company Material Adverse Effectwhole. To the Knowledge of the CompanyExcept with respect to regulatory matters covered by Section 6.3(g), no investigation investigation, review or review enforcement by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, as to the Knowledge of the date of this AgreementCompany, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews reviews, the outcome of which would not reasonably be expected to material to the Company taken as whole. The Company and each of its Subsidiaries has obtained and is in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely material to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by taken as a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesseswhole.

Compliance with Laws; Licenses. (ia) 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 the Company and its Subsidiaries since January 1, 2012 have not been, since December 31, 2011, and are not being, being conducted in violation of any applicable United States federal, state, state or local, foreign non-United States national, provincial or transnational local, or multinational law, statute or ordinance, common law, or any rule rule, regulation, directive, decree, or regulation (collectivelytreaty provision applicable to the Company and its Subsidiaries, “Laws”) or any orderJudgment, judgment, injunction, ruling, writ, award agency requirement license or decree permit of any Governmental Entity (collectively, “OrderLaws”). No investigation, except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. To the Knowledge of the Company, no investigation audit or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, as to the Knowledge of the date of this AgreementCompany, threatened, nor has any Governmental Entity indicated an notified the Company of its intention to conduct the same, except for (i) such investigations investigations, audits or reviews the outcome of which that would notnot have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectEffect and/or (ii) any investigation or review related to the Merger. Except as would notAs of the date hereof, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, neither the Company and nor any of its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued has received any written notice or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businessescommunication of any material noncompliance with any applicable Laws that has not been cured as of the date hereof.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since January 1, 2012 have not beenbeen since the Applicable Date, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”)"Laws") or of any arbitrator, except for such violations that would notthat, individually or in the aggregate, have not had or would not reasonably be likely expected to have a Company Material Adverse Effect. To the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatened. None of the Company, any of its Subsidiaries or, as to the Knowledge of the date Company, any of this Agreementtheir respective directors, threatenedofficers, nor agents or employees (on behalf of the Company or any of its Subsidiaries) has made any payments, including without limitation, using funds for contributions or expenses related to political activity and making payments to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, in violation of applicable Law, including the Foreign Corrupt Practices Act of 1977. The Company and its Subsidiaries have each obtained and are in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity indicated an intention ("Licenses") necessary to conduct the sametheir respective businesses as presently conducted, except for such investigations or reviews those the outcome absence of which would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since January 1, 2012 2010 have not been, and are not being, conducted in violation of any applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunctiondetermination, rulingorder, writ, award decree, injunction, arbitration award, license, authorization, agency requirement, treaty or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. To the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, as of the date of this Agreement, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as would notnot reasonably be likely to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since January 1, 2012 have not been, and are not being, conducted operate their respective businesses in violation of compliance with any Laws applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), to such businesses except for such violations noncompliance that would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect. To the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, as of the date of this Agreement, or threatened, nor has any Governmental Entity indicated provided written notice of an intention to conduct the same, except for such investigations or reviews that would not, individually or in the outcome aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and each of its Subsidiaries has all governmental permits, licenses, franchises, variances, exemptions, orders issued or granted by a Governmental Entity and all other authorizations, consents and approvals issued or granted by a Governmental Entity necessary to conduct its business as presently conducted, except those the absence of which would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect. Except as All the payments required in connection with the maintenance of such permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals are current, except where the failure to make such payments would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since January 1, 2012 have not beenbeen since the Applicable Date, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. To the Knowledge of the CompanyExcept with respect to regulatory matters covered by Section 6.5, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries or any Benefit Plan is pending or, as to the Knowledge of the date of this AgreementCompany, threatened, nor has any Governmental Entity indicated an intention to conduct the same, threatened except for such investigations or reviews those the outcome of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except The Company and its Subsidiaries each has obtained and is in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries have not been since January 1, 2012 have not been2012, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would not, individually or in the aggregate, reasonably be likely expected to have be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. To the Knowledge of the CompanyExcept with respect to regulatory matters covered by Section 4.5, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, as to the Knowledge of the date of this AgreementCompany, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect, be material to the Company and its Subsidiaries, taken as a whole. The Company and its Subsidiaries possess each permithas obtained and is in compliance with all permits, licensecertifications, certificationapprovals, approvalregistrations, registrationconsents, consentauthorizations, authorizationfranchises, franchisevariances, concession, variance, exemption exemptions and order orders issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businessesits business as presently conducted, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and Company, its Subsidiaries since January 1and, 2012 to the Knowledge of the Company, each of OPS Acquisitions Limited and Ocean Protective Services Limited, have not beenbeen since the Applicable Date, and are not being, conducted in violation of any applicable U.S. federal, state, local, foreign local or transnational non-U.S. law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notthat, individually or in the aggregate, reasonably be likely are immaterial to have a Company Material Adverse Effect. To the Knowledge of the Company, any of its Subsidiaries and/or either of of OPS Acquisitions Limited and Ocean Protective Services Limited (as applicable). Except with respect to regulatory matters covered by Section 4.5, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, as to the Knowledge of the date of this AgreementCompany, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews those the outcome of which are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Change. Each of the Company, its Subsidiaries and, to the Knowledge of the Company, each of OPS Acquisitions Limited and Ocean Protective Services Limited has obtained and is in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not, individually or in the aggregate, be reasonably be likely to have result in a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businessesChange.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since January 1, 2012 have not beenbeen since the Applicable Date, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation of any Governmental Entity (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”)arbitrator, except for such violations that would notthat, individually or in the aggregate, have not had or would not reasonably be likely expected to have a Company Material Adverse Effect. To the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatened. None of the Company, any of its Subsidiaries or, as to the Knowledge of the date Company, any of this Agreementtheir respective directors, threatenedofficers, nor agents or employees (on behalf of the Company or any of its Subsidiaries) has made any payments, including without limitation, using funds for contributions or expenses related to political activity and making payments to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, in violation of applicable Law, including the Foreign Corrupt Practices Act of 1977. The Company and its Subsidiaries have each obtained and are in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity indicated an intention (“Licenses”) necessary to conduct the sametheir respective businesses as presently conducted, except for such investigations or reviews those the outcome absence of which would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses.

Compliance with Laws; Licenses. (i) The businesses business of each of the Company TMUS and its Subsidiaries since January 1, 2012 have not has been, and are not is being, conducted in violation of any applicable compliance with all federal, state, locallocal and foreign laws, foreign or transnational law, statute or ordinancestatutes and ordinances, common lawlaw and all rules, or any rule or regulation (collectivelyregulations, “Laws”) or any orderguidelines, judgmentstandards, injunctionjudgments, rulingorders, writwrits, award or decree injunctions, decrees, arbitration awards, agency requirements, licenses and permits of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company TMUS Material Adverse Effect. To the Knowledge of the Company, no No investigation or review by any Governmental Entity with respect to the Company TMUS or any of its Subsidiaries is pending or, as to the Knowledge of the date of this AgreementTMUS, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews that would not, individually or in the outcome aggregate, reasonably be likely to have a TMUS Material Adverse Effect. Each of TMUS and its 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 (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not, individually or in the aggregate, reasonably be likely to have a Company TMUS Material Adverse Effect. Except as would not, individually or in Effect (the aggregate, reasonably be likely to have a Company “TMUS Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses).

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since January 1, 2012 the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, code, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that would notwhere failure to comply, individually or in the aggregate, has not had, and would not reasonably be likely to have have, a Company Material Adverse Effect. To the Knowledge of the Company, no No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, as to the Knowledge of the date of this AgreementCompany, threatenedthreatened in writing, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectivelynecessary to own, “Licenses”) necessary lease and operate their properties and assets, and to conduct their respective businessesbusinesses as currently conducted or as may be required under applicable Law (each, a “License” and collectively, the “Licenses”). Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m).

Compliance with Laws; Licenses. (ia) The businesses of each of the Company and its Subsidiaries since January 1, 2012 have not been, and are not being, conducted in violation of any applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations Except with respect to matters that would not, individually or in the aggregate, not reasonably be likely expected to have a Company Material Adverse Effect, the Company and its Subsidiaries are not in violation of and, since the Applicable Date have not breached or violated, any federal, state, local or foreign law, statute or ordinance, or any rule, regulation, judgment, order, writ, decree or other court orders (collectively, “Laws”). To the Knowledge of the CompanyExcept as otherwise would not reasonably be expected to have a Company Material Adverse Effect, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, as to the Knowledge of the date of this AgreementCompany, threatened. Each of the Company and its Subsidiaries has obtained all material permits, nor has any licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity indicated an intention (“Licenses”) necessary to conduct the sameits business as presently conducted, except for such investigations or reviews those the outcome absence of which has not had, and would not, individually or in the aggregate, not reasonably be likely expected to have a Company Material Adverse Effect. Except as with respect to matters that would not, individually or in the aggregate, not reasonably be likely expected to have a Company Material Adverse Effect, the Company and its Subsidiaries possess are in compliance with the terms of each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businessesLicense.

Compliance with Laws; Licenses. (ia) The businesses of each of Sprint and the Company and its Sprint Subsidiaries since January 1, 2012 have not been, and are not being, been conducted in violation of any applicable compliance with all federal, state, locallocal or foreign laws, foreign or transnational lawstatutes, statute or ordinanceordinances, common lawrules, or any rule or regulation regulations, judgments, orders, injunctions, decrees, arbitration awards, agency requirements, licenses and permits of all Governmental Entities (each, a “Law” and collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that where the failure to so comply would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse EffectEffect on Sprint. To Sprint and the Knowledge of the CompanySprint Subsidiaries each has all governmental permits, no investigation licenses, franchises, variances, exemptions, orders issued or review granted by any a Governmental Entity with respect to the Company or any and all other authorizations, consents, certificates of its Subsidiaries is pending or, as of the date of this Agreement, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company public convenience and/or necessity and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order approvals issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businessesits business as presently conducted, except those the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Sprint (the “Sprint Material Licenses”).

Compliance with Laws; Licenses. (ia) The businesses of each of Sprint and the Company and its Sprint Subsidiaries since January 1, 2012 have not been, and are not being, been conducted in violation of any applicable compliance with all federal, state, locallocal or foreign laws, foreign or transnational lawstatutes, statute or ordinanceordinances, common lawrules, or any rule or regulation regulations, judgments, orders, injunctions, decrees, arbitration awards, agency requirements, licenses and permits of all Governmental Entities (each, a "Law" and collectively, “"Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”"), except for such violations that where the failure to so comply would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse EffectEffect on Sprint. To Sprint and the Knowledge of the CompanySprint Subsidiaries each has all governmental permits, no investigation licenses, franchises, variances, exemptions, orders issued or review granted by any a Governmental Entity with respect to the Company and all other authorizations, consents, certificates of public convenience and/or necessity and approvals issued or any of its Subsidiaries is pending or, as of the date of this Agreement, threatened, nor has any granted by a Governmental Entity indicated an intention (collectively, "Licenses") necessary to conduct the sameits business as presently conducted, except for such investigations or reviews those the outcome absence of which would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect. Except as would not, individually or in Effect on Sprint (the aggregate, reasonably be likely to have a Company "Sprint Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses").