Common use of Compliance with Laws; Permits Clause in Contracts

Compliance with Laws; Permits. The Company and each of its Subsidiaries are in compliance with and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Since January 1, 2001, the businesses of each of the Company and each of its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Lawfederal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, writ, arbitration award, agency requirement, license, permit, franchise, variance, exemption or other governmental authorization, consent or approval of any Governmental Entity (collectively, “Laws”), except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse EffectEffect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Since January 1Except with respect to regulatory matters covered by Section 6.5, 2013no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, neither to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. The Company and its Subsidiaries each has all governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries has received any written notice from of any Governmental Entity regarding revocation or modification of any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, such governmental permits, easementsfranchises, variances, exceptionsexemptions, consentsorders and other governmental authorizations, certificates, consents and approvals, clearances, permissions, qualifications and registrations and orders the revocation or modification of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and which would have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Company and Except as set forth in the Reports filed prior to the date hereof, the businesses of each of it and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Lawfederal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, "Laws"), except where such non-compliance, default or violation would not have and would not reasonably be expected to havefor violations that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of it to consummate the transactions contemplated by this Agreement. Since January 1Except as set forth in the Reports filed prior to the date hereof, 2013, neither the Company nor no investigation or review by any Governmental Entity with respect to it or any of its Subsidiaries is pending or, to the actual knowledge of its officers, threatened, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated an intention to comply with, any Lawconduct the same, except as would not reasonably be expected to havefor those the outcome of which, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse EffectEffect or prevent or materially burden or materially impair its ability to consummate the transactions contemplated by this Agreement. The Company Each of it and its Subsidiaries are in possession of has all franchises, grants, authorizationspermits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities governmental authorizations, consents and approvals necessary for the Company and to conduct its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses business as presently conducted (the “Company Permits”)conducted, except where those the failure to have any absence of the Company Permits has not had and would not reasonably be expected to havewhich, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. All Company Permits are valid Effect or prevent or materially burden or materially impair its ability to consummate the Merger and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. The Company (a) Each of the Business and each of its Subsidiaries are Transferred Subsidiary is, and has since January 1, 2015 been, in compliance with all Laws and are not in default under Privacy Policies applicable to it or in violation of by which any applicable Lawproperty or asset thereof is bound or affected, except where for such non-compliance, default or violation failures to be in compliance as would not have and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Seller Material Adverse Effect. Since Neither the Business nor any Transferred Subsidiary is, nor since January 1, 20132015 has been, subject to any pending or asserted material fine, penalty, injunction or Liability as a result of a failure to comply with any requirement of any applicable Law, and, since January 1, 2015, neither the Company Business nor any of its Subsidiaries Transferred Subsidiary has received any written notice of such noncompliance. Notwithstanding anything in this Agreement to the contrary, the representations and warranties contained in this Section 3.09(a) shall not apply to (i) compliance with Laws concerning Taxes (as to which certain representations and warranties are made pursuant to Section 3.15), (ii) compliance with Laws concerning employee benefits (as to which certain representations and warranties are made pursuant to Section 3.14) or (iii) compliance with Laws concerning environmental matters (as to which certain representations and warranties are made pursuant to Section 3.10). (b) The Business has not (i) made any materially false statements on, or material omissions from, any Registrations or related submissions to the FDA or other United States or foreign Governmental Authorities, or (ii) made any materially false statements on, or material omissions from, or failed to submit any, material records or material documentation prepared or maintained to comply with the requirements of the FDA or other United States or foreign Governmental Authorities or applicable Law with respect to the development, testing, manufacture, clearance, distribution, sale, labeling or marketing of the products currently being sold by or on behalf of the Business. The Business is not subject to any current obligation or requirement arising under any consent decree, untitled letter, warning letter, enforcement letter or similar communication issued by or entered into with the FDA or any other United States or foreign Governmental Authorities with regard to the development, testing, manufacture, registration, clearance, distribution, sale, labeling, promotion or marketing of any of the products of the Business. The Business is in material compliance with all applicable Laws enforced by FDA or foreign Governmental Authorities, including with respect to labeling, establishment registration, device listing, Quality System Requirements submission of Medical Device Reports, submission of reports of corrections and removals, marketing and promotion, and conducting clinical studies or investigations. (c) Neither the Business nor, to the Knowledge of Parent or the Sellers, any officer, employee or agent thereof has been convicted of any crime or engaged in any conduct for which debarment is mandated or for which such Person could be excluded from participating in the federal health care programs under Section 1128 of the Social Security Act of 1935, as amended, or any similar Law. The Business has not retained or employed debarred or disqualified Persons and is not subject to FDA’s Application Integrity Policy. (d) Each of the Transferred Subsidiaries and the Business has in effect all material Permits required by Law or any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary Authority for the Company Transferred Subsidiaries and its Subsidiaries the Business to own, lease or operate its properties, rights and operate their properties and other assets and to carry on their businesses its activities and operations as presently conducted (currently conducted, including the “Company Permits”), except where the failure to have any sale and distribution of products of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectBusiness. All Company of such Permits are current and valid and in full force and effect effect, and all currently marketed products that require a Permit for their manufacture or distribution are not the subject of a valid Permit that covers that product as currently manufactured and labeled, and no suspension, restriction, cancellation or adverse modification of any material Permit is pending or, to the Knowledge of Parent and Sellers, threatened, and to the Knowledge of Parent and Sellers, there is no basis for any such suspension, restriction, cancellation or adverse modification. No violation, default, Governmental Order or deficiency exists with respect to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Except as set forth in the ----------------------------- Company Reports filed prior to the date hereof, the businesses of each of the Company and each of its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Lawfederal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, "Laws"), except where such non-compliancefor violations or possible violations that, default individually or violation would not have and would in ---- the aggregate, are not reasonably be expected likely to havehave a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. No material change is required in the Company's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries each has all permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2013, neither Effect or prevent or materially burden or materially impair the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any ability of the Company Permits has not had to consummate the Merger and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. The Company and businesses of each of Parent and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable LawLaws, except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, are not reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Since January 1, 2013, neither the Company nor No investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or, to the knowledge of the officers of Parent, threatened, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated an intention to comply with, any Lawconduct the same, except as would not reasonably be expected to havefor those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. The Company To the knowledge of the officers of Parent, no material change is required in Parent's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and Parent has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Parent and its Subsidiaries are in possession of each has all franchises, grants, authorizationspermits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities governmental authorizations, consents and approvals necessary for the Company and to conduct its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses business as presently conducted (except those the “Company Permits”), except where the failure to have any absence of the Company Permits has not had and would not reasonably be expected to havewhich are not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect. All Company Permits are valid Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the Merger and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. The businesses of each of the Company and each of its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Lawfederal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, "Laws"), except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. Since January 1, 2013, neither Effect or prevent or materially burden or materially impair the ability of the Company nor to consummate the transactions contemplated by this Agreement. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the officers of the Company, threatened, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated an intention to comply with, any Lawconduct the same, except as would not reasonably be expected to havefor those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of the Company to consummate transactions contemplated by this Agreement. To the knowledge of the officers of the Company, no material change is required in the Company's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries are in possession of each has all franchises, grants, authorizationspermits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities governmental authorizations, consents and approvals necessary for the Company and to conduct its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses business as presently conducted (except those the “Company Permits”), except where the failure to have any absence of the Company Permits has not had and would not reasonably be expected to havewhich are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. All Effect or prevent or materially burden or materially impair the ability of the Company Permits are valid to consummate the Merger and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries Company Subsidiary have not violated and are in compliance with and are not in default under all Applicable Laws, except for any violation that, individually or in violation of any applicable Lawthe aggregate, except where such non-compliancehas not had, default or violation would not have and would not reasonably be expected to have, a Company Material Adverse Effect or would not reasonably be expected to prevent or materially delay consummation of the Merger or the other transactions contemplated by this Agreement. Neither the Company nor any Company Subsidiary has received any written notice, or, to the Knowledge of the Company, has been otherwise advised, of any violation of, any Applicable Law, except for any violation that, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation ofnot had, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and Effect or would not reasonably be expected to haveprevent or materially delay consummation of the Merger or the other transactions contemplated by this Agreement. This Section 5.6(a) does not relate to any employment or labor matters, which are the subject of Section 5.16 and Section 5.17, or to any tax matters, which are the subject of Section 5.12. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay consummation of the Merger or the other transactions contemplated by this Agreement, the Company and the Company Subsidiaries (i) have all Permits required to conduct their respective businesses as now conducted and (ii) are in compliance with all such Permits. Except as would not individually or in the aggregate reasonably be expected to have a Company Material Adverse Effect. All , all of the Company’s and the Company Subsidiaries’ Permits are valid and in full force and effect effect, no default (with or without notice, lapse of time or both) has occurred under any such Permits and are not subject no limitation, restriction, suspension, cancellation, revocation, withdrawal, modification or non-renewal of any such Permit is pending or, to any administrative or judicial proceeding the Knowledge of the Company, threatened, and to the Knowledge of the Company, no event has occurred that could would result in modificationthe limitation, termination restriction, suspension, cancellation, revocation, withdrawal, modification or revocation thereof, except where the failure to be in full force and effect or non-renewal of any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectPermit.

Compliance with Laws; Permits. (a) The Company Company, its Subsidiaries, and each of the Company’s and its Subsidiaries are Subsidiaries’ officers, directors and employees are, and to the knowledge of the Company have been, since January 1, 2018, in compliance with all applicable Laws, including the Controlled Substances Act and are not in default under or in violation of any applicable Lawthe Food, Drug & Cosmetic Act, except where such non-compliance, default or violation would not have and as would not reasonably be expected to havebe, individually or in the aggregate, expected to be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. Since January 1, 20132018, neither (i) none of the Company or any of its Subsidiaries has been subjected to, or received any notification from, any Governmental Authority of a violation of any applicable Law, including the Controlled Substances Act, or any investigation by a Governmental Authority for actual or alleged violation of any applicable Law, (ii) to the knowledge of the Company, no claims have been filed against the Company or any of its Subsidiaries with any Governmental Authority alleging any material failure by the Company or any of its Subsidiaries to comply with any applicable Law and (iii) none of the Company nor any of its Subsidiaries has received any written notice from made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority regarding any violation of, alleged act or failure omission arising under or relating to comply with, any noncompliance with any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. . (b) The Company and each of its Subsidiaries has all Permits that are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries required to own, lease and or operate their its properties and assets and to carry on their businesses conduct its business as presently currently conducted and as proposed to be conducted (the “Company Permits”), except where the failure to have such Company Permits would not be material to the Company and its Subsidiaries, taken as a whole. As of the date hereof, (i) each Company Permit is in full force and effect in accordance with its terms, (ii) no outstanding notice of revocation, cancellation or termination of any Company Permit has been received by the Company or any of its Subsidiaries, (iii) there are no Actions pending or, to the knowledge of the Company, threatened that seek the revocation, suspension, withdrawal, adverse modification, cancellation or termination of any Company Permit, (iv) each of the Company and each of its Subsidiaries is, and has been since January 1, 2018, in compliance with all material Company Permits has applicable to the Company or such Subsidiary and no condition exists that with notice or lapse of time or both would constitute a default under such Company Permits, in each case, except as would not had be material to the Company and its Subsidiaries, taken as a whole. The consummation of the transactions contemplated by this Agreement will not cause the revocation, modification or cancellation of any Company Permits, except for any such revocation, modification or cancellation that would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Section 5.10(b) of the Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, Disclosure Schedule contains a Company Material Adverse Effect. The Company is, and each complete list of its Subsidiaries is, in compliance with the terms and requirements of such all material Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each of its the Company Subsidiaries have complied and are in compliance with all laws, rules and are not in default under regulations, ordinances, judgments, decrees, orders, writs and injunctions of all Government Entities relating to the ADS Business, the Acquired Assets or in violation of any applicable Lawthe Retained Liabilities, except where such non-compliance, default or violation would for instances of possible noncompliance that have not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013and no notice, neither charge or assertion has been received by the Company nor or any of its Subsidiaries has received Company Subsidiary or, to the Company’s knowledge, threatened against the Company or any written notice from any Governmental Entity regarding Company Subsidiary alleging any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has foregoing, except for instances of possible noncompliance that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits licenses, authorizations, consents, permits and approvals relating to the ADS Business, the Acquired Assets or the Retained Liabilities required under such laws, rules and regulations are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and each Company Subsidiary to own, lease and operate the Acquired Assets or to carry on the ADS Business substantially in the manner described in the Company SEC Documents filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) None of the Company or any of the Company Subsidiaries, any of their respective directors, officers, agents, employees or representatives (in each case acting in their capacities as such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) directly or indirectly paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental official or Governmental Entity, in the United States or any other country, that was illegal under any applicable law, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges or (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, except, in each case, for such payments, violations, conduct or other practices that have not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Company (a) Except as disclosed on Schedule 3.12, neither ANS nor any ANS Entity (acting in connection with the ANS Network Services Business) has violated, failed to comply with or acted or failed to act in any material respect so as to incur liability under any federal, state, local or foreign law, regulation or ordinance, judgment, decree or order relating to its business, operations, properties or Assets, including the Occupational Safety and each of its Subsidiaries are in compliance Health Act, the Americans with Disabilities Act, export control laws, and are not in default under or in violation of any applicable LawEnvironmental Laws, except where such non-compliancea violation, default action or violation failure to act would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written and no notice from any Governmental Entity regarding of any pending investigation or violation by ANS or any ANS Entity of, non-compliance by ANS or failure to comply withany ANS Entity with or alleged liability of ANS or any ANS Entity under, any Lawsuch law, except as regulation, ordinance, judgment, decree or order has been received by AOL, ANS or any ANS Entity, which, if it were determined that a violation had occurred, would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company . (b) ANS and each ANS Entity possesses all Material Governmental Authorizations necessary to enable it to conduct its Subsidiaries are in possession of all franchisesbusiness, grantsincluding the ANS Network Services Business, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”)conducted, except where for those Governmental Authorizations the failure to have any of the Company Permits has not had and possess which would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. All Company Permits such Governmental Authorizations are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereofeffect, except where for those authorizations the failure of which to be valid and in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company ANS and each ANS Entity is, and each of its Subsidiaries isat all times since May 1, 1995 has been, in compliance with the terms and requirements of each such Company PermitsGovernmental Authorization, except where the failure to be so in compliance has not had and would not reasonably be expected have a Material Adverse Effect. Since May 1, 1995, neither AOL nor ANS nor any ANS Entity has received any notice or other communication from any Governmental Entity asserting (a) any violation of or failure of ANS or any ANS Entity to havecomply with any term or requirement of any Governmental Authorization, individually or in the aggregate(b) any revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization held by ANS nor any ANS Entity, except where any such violation, failure to comply, revocation, withdrawal, suspension, cancellation, termination or modification would not have a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company, the Company Subsidiaries and, to the knowledge of the Company, the Company Collaboration Partners (with respect to the applicable Company Products), are, and each of its Subsidiaries are since January 1, 2012 have been, in compliance with and are not in default under all Laws applicable to the Company, the Company Subsidiaries or in violation of any applicable Lawsuch Company Collaboration Partners, as applicable, except where such non-compliance, default or violation would not have and compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 20132012, neither the Company, any Company nor Subsidiary nor, to the knowledge of the Company, any of its Subsidiaries Company Collaboration Partner (with respect to the applicable Company Products) has received any written notice or, to the knowledge of the Company, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. . (b) The Company and its the Company Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations approvals and orders of all any Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Entity necessary for the Company and its the Company Subsidiaries to own, lease and operate their properties and assets and or to carry on their businesses as presently they are now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where thereof and (ii) the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, Company Subsidiary is in compliance with the terms and requirements of such all Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are in compliance with and are not in default under or in violation of any applicable LawCompany Subsidiary, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since since January 1, 20132014, neither the Company nor any of its Subsidiaries has complied with, is not in violation of, and has not received any written notice from any Governmental Entity regarding any violation of, or failure to comply withwith respect to, any LawApplicable Law or Order including any applicable Anti-Corruption and export and import control laws with respect to the Company Business, except as would not reasonably be expected to havebe material to the Company and the Company Subsidiaries, taken as a whole. (b) The Company and each Company Subsidiary has obtained each federal, state, provincial, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity that is required for and material to the operation of the Company Business or the holding of any interest in any of its material assets or properties (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Permits”), and all of the Company Permits are in full force and effect, except where the failure to obtain or maintain such Company Permits would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. The Company and the Company Subsidiaries are in compliance in all material respects with the terms of the Company Permits. Neither the Company nor any Company Subsidiary has received any written, or to the Knowledge of the Company, oral, notice from any Governmental Entity regarding (A) any failure to comply in all material respects with any term or requirement of any Company Permit or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Permit, except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. To the Knowledge of the Company, none of the Company Permits will be terminated or materially impaired, or will become terminable, in whole or in part, as a result of the Merger. (c) None of the Company or any Company Subsidiary, nor to the Knowledge of the Company, any of their respective directors or officers, employees, agents or Representatives (in each case, acting in their capacities as such) has, since January 1, 2014, directly or indirectly through its representatives or any Person authorized to act on its behalf (including any distributor, agent, sales intermediary or other third party), violated in any material respect any Anti-Corruption Law. Neither the Company nor, to the Knowledge of the Company, any of its directors, officers or employees (acting in their capacities as such) has been convicted of violating any Anti-Corruption Law. (d) The Company and each of the Company Subsidiaries is and, since January 1, 2014, has been in compliance, other than in de minimis respects, with all Sanctions applicable to each of the Company and the Company Subsidiaries. Except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grantssince January 1, authorizations2014, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for neither the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have nor any of the Company Permits Subsidiaries has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject received any written notices of violations with respect to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectSanctions.

Compliance with Laws; Permits. (a) The Company Partnership and each of its Subsidiaries are are, and since the later of December 31, 2013 and their respective dates of incorporation, formation or organization have been, in compliance with and are not in default under or in violation of any applicable Lawfederal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of or undertaking to any Governmental Authority, including common law (collectively, “ Laws ” and each, a “ Law ”), except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. . (b) The Company Partnership and its Subsidiaries are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations approvals and orders of all any Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Authority necessary for the Company Partnership and its Subsidiaries to own, lease and operate their properties and assets and or to carry on their businesses as presently they are now being conducted (each, a “ Permit ” and such Permits, the “Company Permits“ Partnership Permits ”), except where the failure to have any of the Company Partnership Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. All Company Partnership Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereofeffect, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. The Company isNo suspension or cancellation of any of the Partnership Permits is pending or, and each to the Knowledge of its Subsidiaries isthe Partnership, in compliance with the terms and requirements of such Company Permitsthreatened, except where the failure to be in compliance has not had and such suspension or cancellation would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. The Partnership and its Subsidiaries are not, and since December 31, 2013 have not been, in violation or breach of, or default under, any Partnership Permit, except where such violation, breach or default would not have, individually or in the aggregate, a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not have, individually or in the aggregate, a Partnership Material Adverse Effect. (c) Without limiting the generality of Section 3.8(a), the Partnership, each of its Subsidiaries, and, to the Knowledge of the Partnership, each joint venture partner, joint interest owner, consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) has not violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to the Partnership or its Subsidiaries; (ii) has not been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the Knowledge of the Partnership, is not being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, a Partnership Material Adverse Effect.

Compliance with Laws; Permits. The Company and its Subsidiaries are in compliance with all laws, statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities (collectively, “Laws”) applicable to the Company or any of its Subsidiaries, except for such non-compliance as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each of its Subsidiaries are in compliance with hold all licenses, franchises, permits, certificates, approvals, accreditations and are not in default under authorizations from Governmental Authorities necessary for the lawful conduct of their respective businesses or in violation of any applicable Lawrequired to make the Company Products marketable (collectively, “Permits”), except where such non-compliancethe failure to hold the same, default individually or violation would in the aggregate, has not have impaired and would not reasonably be expected to have, individually or impair in any material respect the aggregate, a business operations of the Company Material Adverse Effectand its Subsidiaries as presently conducted. The Company and its Subsidiaries are in compliance with the terms of all Permits in all material respects. Since January 1, 20132011, neither the Company nor any of its Subsidiaries has received any written notice from to the effect that a Governmental Authority (a) claimed or alleged that the Company or any Governmental Entity regarding of its Subsidiaries was not in compliance with all Laws applicable to the Company or any violation ofof its Subsidiaries or (b) was considering the amendment, termination, revocation or failure to comply with, cancellation of any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectPermit. The Company and its Subsidiaries are have abided and abide in possession all material respects by all Laws and internal policies regarding the privacy and security of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under data or information that is linked to any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted reasonably identifiable person (the “Company PermitsPersonal Data”), except where and no claims have been asserted or, to the failure to have Knowledge of the Company, threatened against the Company by any Person alleging a violation of any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectforegoing.

Compliance with Laws; Permits. The Company (a) Except as previously disclosed to and each of its Subsidiaries are in compliance discussed with Parent, the Acquired Companies have, since January 1, 2017, complied and are not in default under now complying, with all Laws (other than Federal Cannabis Laws) applicable to them, the Business or in violation of any applicable Lawtheir respective properties or assets, except where failure to comply with such non-compliance, default or violation Laws would not have and would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effectadversely and materially affect the Delivered Acquired Companies or the Delivered Business. Since The Acquired Companies have not, since January 1, 20132017, neither the Company nor any of its Subsidiaries has received any written (or, to the Knowledge of the Company, oral) notice from any Governmental Entity regarding any actual or potential breach or violation of, or failure to comply withdefault under, any Lawapplicable Law (other than Federal Cannabis Laws) by any Acquired Company, except as that would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effectadversely and materially affect the Delivered Acquired Companies or the Delivered Business. The Company and its Subsidiaries are in possession To the Knowledge of all franchisesthe Company, grantsthere is not currently pending any internal investigation related to any actual or potential breach or violation of, authorizationsor default under, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and applicable Law (other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”)than Federal Cannabis Laws) by any Acquired Company, except where the failure to have any of the Company Permits has not had and that would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. adversely and materially affect the Delivered Acquired Companies or the Delivered Business. (b) All Company material Permits (including all Cannabis Licenses) required for the Acquired Companies to conduct the Business as currently conducted have been obtained by such Acquired Companies and are operational, valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereofeffect, except where the failure to obtain or maintain any such Permit (other than a Cannabis License) would not, have a Material Adverse Effect on the Company. All fees and charges due and owing with respect to such Permits as of the date of the Original Agreement have been paid in full, except where the failure to pay such fees or charges would not, individually or in the aggregate, adversely and materially affect the Delivered Acquired Companies or the Delivered Business. (c) Section 4.11(c) of the Company Disclosure Letter sets forth an accurate and complete list, as of the date of the Original Agreement, of each material Permit (including each Cannabis License) held by each Acquired Company, together with the Governmental Authority responsible for issuing such Permit, the status thereof (i.e., provisional, operational or otherwise) and the expiration or renewal date of such Permit. All such Permits disclosed in Section 4.11(c) of the Company Disclosure Letter are in full force and effect (provided, that with respect to each Cannabis License, such Cannabis License is in force and effect solely to the extent to the status thereof (whether provisional, temporary or otherwise)), except, in the case of Permits other than Material Cannabis Licenses, where the failure of such Permit to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to havenot, individually or in the aggregate, adversely and materially affect the Delivered Acquired Companies or the Delivered Business. As of the date of the Original Agreement and since January 1, 2017, no Governmental Authority has threatened in writing (or, to the Knowledge of the Company, orally) the suspension, revocation, cancellation or invalidation of any material Permit (including any Cannabis License) held by any Acquired Company. No Acquired Company is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a Company material default or material violation) of any term, condition or provision of any such material Permit (including any Cannabis License) to which it is a party. (d) For avoidance of doubt, but not in any way limiting what other items may be “material”, the loss of any Material Adverse Effect. The Company is, and each Cannabis License will be considered material for purposes of its Subsidiaries is, the representations set forth in this Section 4.11. (e) No representation or warranty is made in this Section 4.11 with respect to Federal Cannabis Laws or compliance with the terms (i) Securities Laws, which are covered solely in Section 4.5; (ii) building, zoning, environmental, health or safety regulations or ordinances or any other similar Laws, which are covered solely in Section 4.9(d); (iii) Privacy Laws and requirements of such Company Permitsother similar applicable Laws, except where the failure which are covered solely in Section 4.10(k), (iv) Tax Laws, which are covered solely in Section 4.12, (v) ERISA and other applicable Laws relating to be employee benefits, which are covered solely in compliance has not had Section 4.13, (vi) Laws related to employment and would not reasonably be expected to havelabor, individually which are covered solely in Section 4.17, or (vii) Environmental Laws, which are covered solely in the aggregate, a Company Material Adverse EffectSection 4.20.

Compliance with Laws; Permits. The (i) Except as set forth in the Company Reports filed prior to the date hereof, the businesses of each of the Company and each of its Subsidiaries have been, and are being, conducted in compliance with and are not in default under or in violation of any applicable Lawall Laws, including all Health Benefit Laws (as defined below), except where such non-compliance, default or violation would not have and would not reasonably be expected for any failure to havecomply that, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect. Since January 1Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement, 2013, and neither the Company nor any of its Subsidiaries has received any written notice from or communication of any material failure to comply with any such Laws that has not been cured (as evidenced by a written notice to such effect, a copy of which has been provided to Parent) as of the date hereof. Except as set forth in the Company Reports filed prior to the date hereof, no investigation, examination, audit or review by any Governmental Entity regarding with respect to the Company or any violation ofof its Subsidiaries has occurred, or failure is pending or, to comply withthe knowledge of the executive officers of the Company, any Lawthreatened, except as would not reasonably be expected to havefor those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. The Company and each of its Subsidiaries have all permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted, except for those the absence of which would not be reasonably likely to result in a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchisesSince October 31, grants1998, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any no material Subsidiary of the Company Permits has had any license or certificate of authority revoked nor has any State denied any of their applications for a license or certificate of authority. (ii) For purposes of this Agreement, the term "HEALTH BENEFIT LAW" means all Laws relating to the licensure, certification, qualification or authority to transact business relating to the provision of and/or payment for health benefits and insurance, including but not had limited to ERISA, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Health Insurance Portability and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company isAccounting Act of 1996, and each Laws relating to the regulation of its Subsidiaries isHMOs, in compliance with workers compensation, managed care organizations, insurance, PPOs, point-of-service plans, certificates of need, third-party administrators, utilization review, coordination of benefits, hospital reimbursement, Medicare and Medicaid participation, fraud and abuse and patient referrals; the terms term "MEDICAID" means the applicable provision of Title XIX of the Social Security Act and requirements the regulations promulgated thereunder and the state laws and regulations implementing the Medicaid program; and the term "MEDICARE" means the applicable provisions of such Company Permits, except where Title XVIII of the failure to be in compliance has not had Social Security Act and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectregulations promulgated thereunder.

Compliance with Laws; Permits. (i) The businesses of each of the Company and each of its Subsidiaries are in compliance with have not been since December 31, 2007 and are not in default under or being, and to the Knowledge of the Company, the businesses of each of the Company Joint Ventures are not being as of the date hereof, conducted in violation of any applicable LawLaws or Orders of any Governmental Entity, except where such non-complianceand, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since since January 1, 20132010, neither the Company nor any of its Subsidiaries has received any been given written notice from any Governmental Entity regarding any violation of, or failure to comply been charged with, any Lawviolation of any Law or Order of any Governmental Entity, except as would not reasonably be expected to haveexcept, in each case, for any such violations which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of have all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Permits necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on conduct their businesses as presently conducted (conducted, and such Permits are in full force and effect, and no suspension or cancellation of such Permits is pending or, to the “Company Permits”)Knowledge of the Company, threatened in writing, except where the such failure to have any of the Company Permits has not had or, be in full force and effect, or such suspension or cancellation would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All . (ii) The Company Permits has designed and implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are valid and in full force and effect and are not subject effective to any administrative or judicial proceeding ensure that could result in modification, termination or revocation thereof, except where the failure material information required to be in full force and effect or any modification, termination or revocation thereof has not had and disclosed by the Company is made known to the individuals responsible for the preparation of the Company’s filings with the SEC. (iii) Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. , the Company has disclosed, based on the most recent evaluation of its Chief Executive Officer and Chief Financial Officer prior to the date hereof, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (iv) The Company isis in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (v) To the Company’s Knowledge, (A) none of the Company, its Subsidiaries or their respective employees and representatives have (1) used any corporate, Company (and/or Subsidiary) funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (2) made any direct or indirect unlawful payment to any foreign or domestic government employee or official from corporate funds; or (3) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, and each of any rules or regulations promulgated thereunder (“FCPA”); (B) the Company and its Subsidiaries ismake and keep books, records, and accounts that accurately and fairly reflect transactions and the distribution of the Company’s and the Subsidiaries’ assets, and to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are taken in accordance with management’s directives and are properly recorded, in compliance each case in accordance with the terms FCPA; and requirements (C) the Company and its Subsidiaries have effective disclosure controls and procedures and an internal accounting controls system that is sufficient to provide reasonable assurances that violations of such Company Permitsthe FCPA will be prevented, except where the failure to be in compliance has not had detected and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectdeterred.

Compliance with Laws; Permits. The Company Each of Standard and the Standard Subsidiaries has complied with all applicable laws and regulations of foreign, federal, state and local governments and all agencies thereof which affect the business or any of the Standard Subsidiaries or to which Standard or any of the Standard Subsidiaries may be subject (including, without limitation, the Occupational Safety and Health Act of 1970, the HOLA, the FDIA, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act of 1975, the Fair Housing Act and the Equal Credit Opportunity Act, each of its Subsidiaries are in compliance with as amended, and are not in default under any other state or in violation of any applicable Lawfederal acts (including rules and regulations thereunder) regulating or otherwise affecting employee health and safety or the environment), except where such non-compliance, default or violation failure to so comply would not have and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect on Standard or materially adversely affect Standard's ability to consummate the transactions contemplated hereby. Since January 1Each of Standard and the Standard Subsidiaries holds all of the permits, 2013licenses, neither certificates and other authorizations of foreign, federal, state and local governmental agencies required for the Company nor any conduct of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation ofbusiness as currently conducted, or except where failure to comply withobtain such permits, any Lawlicenses, except as certificates or authorizations would not reasonably be expected to havenot, individually or in the aggregate, a Company have an Material Adverse EffectEffect on Standard or materially adversely affect the ability of Standard to consummate the transactions contemplated hereby. The Company and its Subsidiaries are Except as disclosed in possession of all franchisesSchedule 3.19, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have neither Standard nor any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not Standard Subsidiaries is subject to any administrative cease and desist order, written agreement or judicial proceeding that could result in modificationmemorandum of understanding with, termination or revocation thereofis a party to any commitment letter or similar undertaking to, except where or is subject to any order or directive by, or is a recipient of any supervisory agreement letter from, or has adopted any board resolutions at the failure to be in full force and effect request of any Bank Regulator, which would have a Material Adverse Effect on Standard, nor has Standard or any modificationof the Standard Subsidiaries been advised by any Bank Regulator that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, termination directive, written agreement, memorandum of understanding, supervisory letter, commitment letter, board resolutions or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectsimilar undertaking.

Compliance with Laws; Permits. The Except as disclosed in the Company Reports filed with or furnished to the SEC prior to the date hereof, the businesses of each of the Company and each of its Subsidiaries are in compliance with and are not in default under or being conducted in violation of any applicable Lawfederal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except where such non-compliance, default or for any violation would not have and would not reasonably be expected to havethat, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect. Since January 1Effect or prevent, 2013, neither materially delay or materially impair the ability of the Company nor to consummate the transactions contemplated by this Agreement and the Arrangement. Except as disclosed in the Company Reports filed with or furnished to the SEC prior to the date hereof and except for any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, investigation or failure to comply with, any Law, except as would not reasonably be expected to havereview that, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Arrangement, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to the Company or any of its Subsidiaries to conduct the same. To the knowledge of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection with any Law, and the Company has not received any notice or communication of any material noncompliance with any Law that has not been cured as of the date hereof. The Company and its Subsidiaries are in possession of each has all franchises, grants, authorizationspermits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company governmental authorizations, consents and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted approvals (the “Company Permits”)) necessary to conduct its business in all material respects as presently conducted, except where the failure to have any of the such Company Permits has not had and would not reasonably be expected to havePermits, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect. All Effect or prevent, materially delay or materially impair the ability of the Company Permits are valid to consummate the transactions contemplated by this Agreement and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectArrangement.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are are, and since the Lookback Date, have been, in compliance with all federal, national, provincial, state, local or multinational laws, statutes, common laws, legal requirements, binding self-regulatory guidelines, ordinances, codes, rules and regulations (collectively, “Laws”), judgments, decrees and orders of Governmental Authorities and Permits, in each case, applicable to the Company or any of its Subsidiaries, except as would not have a Company Material Adverse Effect. The Company and each of its Subsidiaries hold, and since the Lookback Date, have held, all licenses, franchises, permits, certificates, approvals, authorizations and registrations from Governmental Authorities (collectively, “Permits”) necessary for the lawful conduct of their respective businesses and all such Permits are not in default under or in violation of any applicable Lawfull force and effect, except where such non-compliance, default the failure to hold the same or violation would not have the failure of the same to be in full force and effect would not reasonably be expected to haveexpected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. There are no Actions pending or, to the Knowledge of the Company, threatened in writing, that seek the revocation, cancelation or adverse modification of any Permit. No material Permits will be terminated or impaired or become terminable as a result of the Transactions. (b) Except as would not (i) have a Company Material Adverse Effect. Since January 1, 2013Effect or (ii) reasonably be expected to prevent or materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement, neither the Company nor any of its Subsidiaries has received is a party to any written notice from agreement or settlement with any Governmental Entity regarding Authority, under which it has any ongoing obligations or restrictions, with respect to any actual or alleged violation ofof any applicable Law. (c) The Company, or failure to comply witheach of its Subsidiaries, and each of their respective directors, officers, employees, agents, representatives, sales intermediaries and any Lawother third party acting on their behalf, has, since the Lookback Date, complied with all applicable Specified Business Conduct Laws, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as would not have a Company Material Adverse Effect, since the Lookback Date, neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any of their respective directors, officers or employees has been, subject to any actual, pending or threatened civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements or enforcement actions, or made any disclosures to any Governmental Authority, involving the Company or any of its Subsidiaries, in any way relating to any applicable Specified Business Conduct Laws. (e) Except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any of their respective directors, officers, employees, agents, representatives, sales intermediaries or any other third party acting on their behalf is a Sanctioned Person. (f) Except as would not have a Company Material Adverse Effect, since the Lookback Date, neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any of their respective directors, officers, employees, agents, representatives, sales intermediaries or any other third party acting on their behalf, has engaged in any dealings, transactions, activity or conduct with, involving or for the benefit of, any Sanctioned Person in violation of the Specified Business Conduct Laws.

Compliance with Laws; Permits. The businesses of each of the Company and each of its Subsidiaries have been, and are being, conducted in compliance with all federal, state, local or foreign laws, statutes, ordinances, rules, regulations, judgments, orders, injunctions, decrees, arbitration awards, agency requirements, licenses and are not in default under or in violation permits of any applicable Lawall Governmental Entities (collectively, “Laws”), except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, (i) have not had, and are not reasonably likely to have, a Company Material Adverse Effect. Since January 1Effect or prevent, 2013, neither materially delay or materially impair the ability of the Company nor to consummate the transactions contemplated by this Agreement and (ii) have not resulted, and are not reasonably likely to result in, the imposition of a criminal fine, penalty or sanction against the Company, any of its Subsidiaries has received or any written notice from of their respective directors or officers. To the Knowledge of the Company, no investigation or review by any Governmental Entity regarding with respect to the Company or any violation ofof its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct any such investigation or failure review. No material change is required in the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries each have all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to comply withconduct its business as presently conducted (each, any Law, a “Company Permit”) except as would not reasonably be expected to havethose the absence of which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Effect or prevent or materially burden or materially impair the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any ability of the Company Permits has not had to consummate the Merger and would not reasonably be expected to have, individually or in the aggregate, a other transactions contemplated by this Agreement. No Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure Permit will cease to be in full force and effect effective as a result of the execution of this Agreement or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each consummation of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions contemplated by this Agreement.

Compliance with Laws; Permits. The (a) As of the date hereof, the Company and each of its Subsidiaries Company Subsidiary have complied and are in compliance with all laws, rules and are not in default under regulations, ordinances, judgments, decrees, orders, writs and injunctions of all federal, state, local and foreign governments and agencies thereof, which affect the business, properties or in violation assets of any applicable Lawthe Company and each Company Subsidiary, except where such non-compliance, default or violation would for instances of possible noncompliance that have not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013and no notice, neither charge or assertion has been received by the Company nor or any of its Subsidiaries has received Company Subsidiary or, to the Company’s knowledge, threatened against the Company or any written notice from any Governmental Entity regarding Company Subsidiary alleging any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has foregoing, except for instances of possible noncompliance that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits licenses, authorizations, consents, permits and approvals required under such laws, rules and regulations are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and each Company Subsidiary to own, lease and operate its properties or to carry on their respective businesses substantially in the manner described in the Company SEC Documents filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) None of the Company or any of the Company Subsidiaries, nor to the knowledge of the Company, any of their respective directors, officers, agents, employees or representatives (in each case acting in their capacities as such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) directly or indirectly paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental official or Governmental Entity, in the United States or any other country, that was illegal under any applicable law, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, (v) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended or (vi) violated Section 8 of the Export Administration Act of 1977, as amended, except, in the case of clauses (i) through (vi) above, for such payments, violations, conduct or other practices that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Without limiting the other provisions of this Section 3.17, to the knowledge of the Company, none of (A) the Company, or any of the Company Subsidiaries or (B) any of the directors, officers, agents, employees or representatives of the Company or any Company Subsidiary (in each case acting in their capacities as such), has, in the past five (5) years, taken any action or made any omission in violation of, or that would reasonably be expected to cause the Company or Company Subsidiary to be in violation of, any applicable law governing imports into or exports from the United States or any foreign country, transactions with designated individuals and organizations, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, including without limitation: the Arms Export Control Act, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Export Administration Act, the 1930 Tariff Act and other U.S. customs laws, the Foreign Corrupt Practices Act, the Export Administration Regulations, the International Traffic in Arms Regulations, the Office of Foreign Assets Control Regulations, the U.S. Customs Regulations, or any regulation, ruling, rule, order, decision, writ, judgment, injunction, or decree of any Governmental Authority issued pursuant thereto (collectively, the “International Trade Laws”), except in each case for actions, omissions or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) Without limiting the other provisions of this Section 3.17, to the knowledge of the Company, none of (A) the Company or any Company Subsidiary or (B) any of the directors, officers, agents, employees or representatives of the Company or any Company Subsidiary (in each case acting in their capacities as such), has any reasonable basis for believing that, in the past five (5) years, the Company or any Company Subsidiary is or has been the subject of any investigation, complaint or claim of any violation of the International Trade Laws by any Governmental Entity, except in each case for violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) Each of the Company and the Company Subsidiaries has complied since January 1, 2008 and is in compliance in all material respects with all Laws which affect the business, properties or assets of the Company and its Subsidiaries. (b) The Company and each the Company Subsidiaries are in possession of all material authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and the Company Subsidiaries to own, lease and operate their properties or to carry on its business substantially in the manner described in the Company SEC Documents filed prior to the date hereof and substantially as is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to have such Company Permits or for such Company Permits to be valid and in full force and effect would not be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, or materially impair the ability of the Company to consummate the Transactions or to continue to operate its business following the Closing. As of the date of this Agreement, neither the Company nor any of its Subsidiaries are in compliance with and are has received written notice from any Governmental Entity threatening to revoke, or indicating that it is investigating whether to revoke, any Company Permit except as has not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or is in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entitiesdefault under, and all rights under any Company Specified Contract no condition exists that with all Governmental Entitiesnotice or lapse of time or both would constitute a default under, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company Permits and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any none of the Company Permits has not had and would not reasonably will be expected to haveterminated or impaired or become terminable, individually in whole or in part, as a result of the aggregatetransactions contemplated hereby. Notwithstanding anything to the contrary in this Section 3.18, a Company Material Adverse Effect. All Company Permits are valid the provisions of this Section 3.18 shall not apply to matters discussed in Section 3.14, Section 3.16 and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectSection 3.17.

Compliance with Laws; Permits. The Except (x) as set forth in Section 5.10 of the Company Disclosure Letter or (y) as would not have a Company Material Adverse Effect, (a) each of the Company and each of its Subsidiaries are is and has been since June 1, 2012 in compliance with and are not in default under or in violation of any Applicable Law applicable to the Company or such Subsidiary or Contract to which a Governmental Authority (other than in its capacity as a customer of the Company or any of its Subsidiaries or otherwise in its capacity as a commercial actor) and the Company or such Subsidiary is a party or by which any of the assets or properties of the Company or any of its Subsidiaries is bound or Permit that is held by the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole (a “Material Permit”) and (b) since June 1, 2012 through the date of this Agreement, none of the Company or any of its Subsidiaries has received written notice alleging any violations of any Applicable Law, Material Permit or Contract with a Governmental Authority (other than in its capacity as a customer of the Company or any of its Subsidiaries or otherwise in its capacity as a commercial actor) applicable to the Company or any such Subsidiary or by which any of their respective assets or properties are bound. Each of the Company and its Subsidiaries holds all Material Permits and all such Permits are valid and in full force and effect, except where for such non-compliance, default Material Permits the failure of which to hold or violation to be valid or in full force and effect would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January June 1, 20132012 through the date of this Agreement, neither none of the Company nor or any of its Subsidiaries has received any written notice from of any Proceeding before any Governmental Entity regarding Authority threatening the validity, revocation, withdrawal, suspension, cancellation or modification of such Material Permits, and no such Proceeding before any violation ofGovernmental Authority is pending or to the Knowledge of the Company, threatened against the Company or failure to comply with, any Lawof its Subsidiaries, except as for such Material Permits that if invalid, revoked, withdrawn, suspended, cancelled or modified would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company and its Subsidiaries are Notwithstanding anything contained in possession of all franchisesthis Section 5.10, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries no representation or warranty shall be deemed to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any be made in this Section 5.10 in respect of the Company Permits has not had and would not reasonably be expected to havematters referenced in Section 5.3, individually Section 5.20, or Section 5.23, or in the aggregaterespect of environmental, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative Tax, employee benefits or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectlabor law matters.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries have complied and are currently in compliance with all applicable Laws and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectOrders. Since January 1, 2013, neither Neither the Company nor any of its Subsidiaries has received received, nor does the Company have knowledge of the issuance or proposed issuance of, any written notice from by any Governmental Entity regarding Authority of any violation ofor any alleged violation of any Law or Order. (b) Schedule 4.15(b) sets forth a list of each license, certificate, authorization, qualification, permit, consent, and approval held by the Company or any of its Subsidiaries, or failure issued and held in respect of the Company or any of its Subsidiaries, or required to comply withbe so issued and held to carry on the business of the Company or any of its Subsidiaries, as currently conducted or required by Law or any LawRegulatory Authority, except in each case as for licenses, certificates, authorizations, qualifications, permits, consents, and approvals the failures of which to obtain would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchisesEach license, grantscertificate, authorizationsauthorization, licensesqualification, permitspermit, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entitiesconsent, and all rights under any approval disclosed on Schedule 4.15(b) is held by the Company Specified Contract with all Governmental Entitiesor such Subsidiary, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are is valid and in full force and effect and will not be terminated or impaired (or become terminated or impaired) as a result of the transactions contemplated by this Agreement or the Ancillary Agreements. There are no actions that must be taken by the Company or any Subsidiary within 90 days following the Closing Date that, if not subject to any administrative or judicial proceeding that could taken, would result in modification, the termination or revocation thereofimpairment of any license, except where the failure certificate, authorization, qualification, permit, consent, and approval held by Company or such Subsidiary, or issued and held in respect of Company or such Subsidiary, or required to be so issued and held to carry on the business of the Company or such Subsidiary, as currently conducted. Neither Company nor any of its Subsidiaries is in full force and effect default under and, to the knowledge of the Company, no condition exists that with notice or any modification, termination lapse of time or revocation thereof has not had and both would not reasonably be expected to haveconstitute a default or violation under, individually any license, franchise, permit, consent, or approval or similar authorization held by the Company or such Subsidiary. (c) Except as disclosed on Schedule 4.15(c), to the knowledge of the Company, all Persons providing services to the Company hold all valid licenses, certificates, authorizations, qualifications, permits, consents, and approvals required in connection with such Person’s performance of services to the aggregate, a Company Material Adverse EffectCompany. The Company ishas not received any notice of any action, investigation, inquiry or informational request pending or recommended by any Regulatory Authority having jurisdiction over the items disclosed on Schedule 4.15(c), either to revoke, withdraw, limit, discipline, or suspend any license, certificate, authorization, qualification, permit, consent, or approval. (d) The Company and each of its Subsidiaries ishave complied with all applicable Data Privacy Laws and its internal privacy policies relating to the use, display, collection, storage, disclosure, processing and transfer of any Personal Information collected or obtained by the Company or any of its Subsidiaries or by third parties having authorized access to the records of Company or any Subsidiary. The execution, delivery and performance of this Agreement will comply with all applicable Laws relating to data privacy and the Company’s and its Subsidiaries’ applicable privacy policies. True and correct copies of all applicable privacy policies and guidelines of the Company and its Subsidiaries have been made available to the Buyer. To the knowledge of the Company, the Company and its Subsidiaries have made all disclosures to users of its services or customers required by applicable Laws. The Company and its Subsidiaries have taken, on an on-going basis, reasonable and customary steps (including, without limitation, implementing and monitoring compliance with adequate measures with respect to technical, administrative and physical safeguards) to protect Personal Information against accidental or unlawful disclosure or accidental loss and against unauthorized access, use, transfer, modification, disclosure or other misuse. Neither the Company nor any of its Subsidiaries has suffered any breach, unauthorized disclosure, or misuse or threatened breach, unauthorized disclosure, or misuse of any Personal Information and has not been the subject of any claim, proceeding or investigation of actual or threatened breach, unauthorized disclosure, or misuse of any Personal Information. To the knowledge of the Company, there has been no unauthorized access to or transfer of or other misuse of any Personal Information. (e) The Company has taken the steps and implemented the procedures specified in Schedule 4.15(e) designed to protect the Systems from unauthorized activities and access and to preserve the availability, security, and integrity of the Systems and Company Data (including protecting such Systems from infection by malicious software and unauthorized activities and access). The Company has the disaster recovery and security plans, procedures and facilities for the Systems and Company Data specified in Schedule 4.15(e). Neither the Company nor any of its Subsidiaries has suffered any security incident that compromises the security or integrity of Company Data or Systems since its inception. The Company has not notified, nor been obligated to notify pursuant to applicable law or contract, any Person of any Security Breach involving Personal Data. The Company is not currently under investigation by any state, federal, or foreign jurisdiction regarding its protection, storage, use, and disclosure of Personal Data, nor has the Company received complaints from any person regarding the Company’s protection, storage, use, and disclosure of Personal Data. To the knowledge of the Company, no person has made any illegal or unauthorized use of Personal Data that was collected by or on behalf of the Business and is in the possession or control of the Business. (f) The Company is in compliance in all material respects with the terms applicable Laws of the standards for Privacy or Security of Individually Identifiable Health Information, which were promulgated pursuant to the Health Insurance Portability and requirements Accountability Act of such Company Permits1996, except where Title II, Subtitle F, Sections 261-264, Public Law 104-191, and the failure to be in compliance has not had Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Parts 160-164, the Standards for Security of Electronic Protected Health Information, 45 C.F.R. Parts 160, 162 and would not reasonably be expected to have164, individually or in and the aggregateimplementing regulations thereunder, a Company Material Adverse Effectand the Health Information Technology for Economic and Clinical Health Act (“HITECH”) (collectively, “HIPAA”).

Compliance with Laws; Permits. (i) The businesses of each of the Company and each of its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Lawfederal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, Claim award, settlement or stipulation, agency requirement, license or permit of any Governmental Entity (collectively, "Laws"), except where such non-compliance, default or violation would not have and would not reasonably be expected to havefor violations that, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would are not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession have not received any notices of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under violations with respect to any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”)Laws, except where the failure to have any of the Company Permits has not had and would not reasonably be expected to havefor violations which, individually or in the aggregate, are not be reasonably likely to have a Company Material Adverse Effect. All Company Permits are valid and . (ii) Each product (other than products included in full force and effect and are not the Assets Purchase) subject to the jurisdiction of the Food and Drug Administration under the Federal Food, Drug and Cosmetic Act, as amended (the "FDCA") or the Prescription Drug Marketing Act, as amended (the "PDMA") or subject to the jurisdiction of the Drug Enforcement Agency under the Comprehensive Drug Abuse Prevention and Control Act of 1970, as amended (the "CSA") which is manufactured, tested, distributed, held and/or marketed by the Company or any administrative of its Subsidiaries is being manufactured, held and distributed in compliance with all applicable requirements under the FDCA, the PDMA and the CSA including, but not limited to, those relating to investigational use, premarket clearance, good manufacturing practices, labeling, promotion and advertising, record keeping, filing of reports and security, sampling, distributing, importing or judicial proceeding that could result in modification, termination or revocation thereofexporting, except where the failure for such failures so to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to havecomply that, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would are not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect.

Compliance with Laws; Permits. The Company (a) Seller and each of its Subsidiaries are officers, directors, agents and employees have complied in compliance all material respects with all applicable laws, regulations and are other requirements, including, but not in default under limited to, federal, state, local and foreign laws, ordinances, rules, regulations and other requirements pertaining to product labeling, consumer products safety, equal employment opportunity, employee retirement, affirmative action and other hiring practices, occupational safety and health, workers' compensation, unemployment and building and zoning codes, which materially affect the Business, the Assets or in the Real Property and to which Seller may be subject, and, to Seller's knowledge, no claims have been filed against Seller alleging a violation of any such laws, regulations or other requirements. Seller has no knowledge of any action, pending or threatened, to change the zoning or building ordinances or any other laws, rules, regulations or ordinances affecting the Assets or the Real Property. Seller is not relying on any exemption from or deferral of any such applicable Lawlaw, except where such non-compliance, default regulation or violation other requirement that would not have be available to Buyer after it acquires the Assets. (b) Seller has, in full force and would not reasonably be expected to haveeffect, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, permits and certificates, approvalsfrom federal, clearancesstate, permissionslocal and foreign authorities (including, qualifications without limitation, federal and registrations state agencies regulating occupational health and orders of all Governmental Entities, safety) necessary to conduct its Business and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease own and operate their properties and assets and to carry on their businesses as presently conducted Assets (collectively, the “Company "Permits”), except where ") for which the failure to have any of the Company such Permits has not had and would not reasonably be expected to have, individually singly or in the aggregateaggregate have a material adverse effect on the Business or the Assets. A true, a Company Material Adverse Effect. All Company correct and complete list of all the Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where is set forth under the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or caption referencing this Section 4.23 in the aggregateDisclosure Schedule, a Company Material Adverse Effectwith an indication as to whether the Permit is assignable to Buyer. The Company is, and each of Seller has conducted its Subsidiaries is, business in compliance with the all material terms and requirements conditions of such Company the Permits. (c) In connection with the Business, except where the failure to be in compliance Seller has not had and would not reasonably be expected made or agreed to havemake gifts of money, individually other property or similar benefits (other than incidental gifts of articles of nominal value) to any actual or potential customer, supplier, governmental employee or any other person in the aggregate, a Company Material Adverse Effectposition to assist or hinder Seller in connection with any actual or proposed transaction.

Compliance with Laws; Permits. The Except as set forth in Section 5.10 of the Company Disclosure Schedule, the businesses of each of the Company and each of its Subsidiaries have been, and are being, conducted in compliance with all applicable federal, state, local, municipal, foreign or other laws, statutes, constitutions, principles of common law, resolutions, ordinances, codes, edicts, rules, regulations, judgments, orders, rulings, injunctions, decrees, directives, arbitration awards, agency requirements, licenses and are not in default under permits of all Governmental Entities (collectively, “Laws”) applicable to the Company or in violation of any applicable Lawits Subsidiaries, except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, (i) have not had, and are not reasonably expected to have, a Company Material Adverse Effect. Since January 1Effect or prevent, 2013, neither materially delay or materially impair the ability of the Company nor to consummate the Merger and the other transactions contemplated by this Agreement and (ii) have not resulted, and are not reasonably expected to result in, the imposition of a criminal fine, penalty or sanction against the Company, any of its Subsidiaries or, to the Company’s knowledge, any of their respective directors or officers. Except as set forth in Section 5.10 of the Company Disclosure Schedule, no (i) material investigation or review (for which the Company or one of its Subsidiaries has received any notice therefor) or (ii) other investigation or review (for which the Company or one of its Subsidiaries has received written notice from therefor) by any Governmental Entity regarding with respect to the Company or any violation ofof its Subsidiaries is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity (x) indicated to the Company or failure one of its Subsidiaries an intention to comply withconduct any such material investigation or review or (y) indicated in writing to the Company or one of its Subsidiaries an intention to conduct any other such investigation or review. The Company and its Subsidiaries each have all governmental permits, any Lawlicenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted (each, a “Company Permit”) except as would not reasonably be expected to havethose the absence of which, individually or in the aggregate, have not had, and are not reasonably expected to have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Effect or prevent or materially burden or materially impair the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any ability of the Company Permits has not had to consummate the Merger and would not reasonably be expected to have, individually or in the aggregate, a other transactions contemplated by this Agreement. No Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure Permit will cease to be in full force and effect effective as a result of the execution of this Agreement or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each consummation of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions contemplated by this Agreement.

Compliance with Laws; Permits. The (a) (i) Each of the Company and each of its the Company Subsidiaries are has complied and is in compliance with all Laws which affect the business, properties, assets or operations of the Company and are not in default under the Company Subsidiaries, and (ii) no notice, charge or in violation of assertion has been received by the Company or any applicable LawCompany Subsidiary or, to the Company’s knowledge, threatened against the Company or any Company Subsidiary alleging any non-compliance with any such Laws, except where with respect to clauses (i) and (ii) above, for such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits compliance that has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. All . (b) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) the Company and the Company Subsidiaries are, and, to the Company’s knowledge, each Company Operator is, in compliance in all material respects with all applicable Health Care Laws relating to the ownership and operation of the Company Properties, (ii) neither the Company nor the Company Subsidiaries or, to the Company’s knowledge, any Company Operator, has received any written notice from any Governmental Entity alleging any material violation of any applicable Health Care Law relating to the ownership and operation of the Company Properties, and (iii) to the Company’s knowledge, no Legal Proceeding or Order by any Governmental Entity exists or is pending against the Company Properties or any Company Operator, alleging any material failure to comply with Health Care Laws relating to the ownership and operation of the Company Properties. (c) The Company and the Company Subsidiaries are in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Entity and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and the Company Subsidiaries to own, lease and operate their properties or for the Company and the Company Subsidiaries to carry on their respective businesses substantially as is being conducted as of the date hereof, materially in accordance with applicable Health Care Laws, and substantially in the manner described in the Company SEC Documents filed prior to the date hereof (the “Company Permits”), and all such Company Permits are valid valid, and in full force and effect and are not subject to any administrative or judicial proceeding that could result effect, except, in modificationeach case, termination or revocation thereof, except where the failure to be possess and maintain such Company Permits in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and . (d) Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, each Company Subsidiary that is required to be certified for participation in and reimbursement under any material Third Party Payor program is so certified and has current provider numbers and provider agreements for each material Third Party Payor program under which it is presently receiving payments.

Compliance with Laws; Permits. The Company and each of its Subsidiaries are in compliance with and are not in default under or in violation of any applicable Law, except where Except for such non-compliance, default or violation would not have and would not reasonably be expected to havematters as, individually or in the aggregate, do not and are not reasonably likely to have a Company Material Adverse EffectEffect and except for matters arising under Environmental Laws which are treated exclusively in Section 3.13: (a) Neither the Company nor any Subsidiary of the Company is in violation of any applicable law, rule, regulation, code, governmental determination, order, treaty, convention, governmental certification requirement or other public limitation, U.S. or non-U.S., including without limitation the UK Companies Act of 2006 (collectively, “Applicable Laws”), relating to the ownership or operation of any of their respective assets or businesses, and no claim is pending or, to the knowledge of the Company, threatened with respect to any such matters. Since January 1No condition exists that is not disclosed in the Company Disclosure Schedule or the Company Reports and which does or is reasonably likely to constitute a violation of or deficiency under any Applicable Law relating to the ownership or operation of the assets or conduct of businesses of the Company or any Subsidiary of the Company. (b) The Company and each Subsidiary of the Company hold all permits, 2013licenses, certifications, variations, exemptions, orders, franchises and approvals of all governmental or regulatory authorities necessary for the ownership, leasing and operation of their respective assets or the conduct of their respective businesses (the “Company Permits”). All Company Permits are in full force and effect and there exists no default thereunder or breach thereof, and the Company has no notice or actual knowledge that such Company Permits will not be renewed in the ordinary course after the Effective Time. No Governmental Entity has given, or to the knowledge of the Company threatened to give, any notice to terminate, cancel or reform any Company Permit. (c) Each drilling unit owned or leased by the Company or a Subsidiary of the Company which is subject to classification is in class without any significant outstanding deficiencies according to the rules and regulations of the applicable classifying body and is duly and lawfully documented under the laws of its flag jurisdiction. (d) The Company and each Subsidiary of the Company possess all permits, licenses, operating authorities, orders, exemptions, franchises, variances, consents, approvals or other authorizations required for the present ownership and operation of all its real property or leaseholds (“Company Real Property”). There exists no material default or breach with respect to, and no party or Governmental Entity has taken or, to the knowledge of the Company, threatened to take, any action to terminate, cancel or reform any such permit, license, operating authority, order, exemption, franchise, variance, consent, approval or other authorization pertaining to the Company Real Property. (e) The Company has instituted and maintains policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with the United States Foreign Corrupt Practices Act (the “FCPA”) and other similar applicable foreign laws. Without limiting the generality of clause (a) above, and mindful of the principles of the FCPA and other similar applicable foreign laws, neither the Company nor any of its Subsidiaries has received nor, in any written notice from any Governmental Entity regarding any violation of, or failure to comply withsuch case, any Lawof their respective Company Representatives (i) is in violation of the FCPA or other similar applicable foreign laws as a result of having made, except as would not reasonably be expected offered or authorized any payment or given or offered anything of value directly or indirectly to haveany officer, individually employee or in the aggregaterepresentative of a government or any department, agency or instrumentality thereof (including any state owned or controlled enterprise), political party, political campaign or public international organization (a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract “Government Official”) (including through a friend or family member with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents personal relationships with all Governmental Entities necessary Government Officials) for the purpose of influencing an act or decision of the Government Official in his official capacity or inducing the Government Official to use his influence with that government, political party, political campaign or public international organization or (ii) has taken any action that would be reasonably likely to subject the Company and or any of its Subsidiaries to ownany material liability or penalty under any and all Applicable Laws of any Governmental Entity. “Person” means any natural person, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”)firm, except where the failure to have any of the Company Permits has not had and would not reasonably be expected to haveindividual, individually partnership, joint venture, business trust, trust, association, corporation, company, limited liability company, unincorporated entity or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectGovernmental Entity.

Compliance with Laws; Permits. The (a) Since January 1, 2015, the Company and each of its Subsidiaries are Company Subsidiary have been in compliance with and are not in default under or in violation of any all applicable LawLaws, except where such non-compliance, default or violation would not have and to the extent that the failure to comply therewith would not reasonably be expected to haveexpected, individually or in the aggregate, a to be material to the Company Material Adverse Effector such Company Subsidiary. Since January 1, 20132015, neither the Company nor any of its the Company Subsidiaries has received any written notice from any Governmental Entity regarding Authority any notices of violation ofwith respect to any Laws applicable to it, or failure to comply with, any Law, except other than as would not reasonably be expected to haveexpected, individually or in the aggregate, a to be material to the Company Material Adverse Effector such Company Subsidiary. The To the Company’s Knowledge, no investigation by any Governmental Authority with respect to the Company or any Company Subsidiary is pending, nor has any Governmental Authority indicated to the Company or any Company Subsidiary an intention to conduct any such investigation, except for such investigations the outcomes of which would not reasonably be expected, individually or in the aggregate, to be material to the Company or such Company Subsidiary. (b) Each of the Company and its Subsidiaries are each Company Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easementsapprovals, variancesaccreditations, exceptions, consents, certificates, approvalsregistrations, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, certificates and other documents with all authorizations of any Governmental Entities Authority necessary for the Company and its Subsidiaries each such entity to own, lease and operate their properties and its assets and properties or to carry on their businesses its business as presently it is now being conducted (the “Company Permits”), except where the failure to have have, or the suspension or cancellation of, any of the Company Permits has not had and would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect. All Each of the Company Permits are valid and is in full force and effect effect, and are is not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereofconditions except for those conditions appearing on the face of such Company Permits, except where the failure to be in full force and effect of, or the imposition of such conditions on, any modificationCompany Permits, termination or revocation thereof has not had and would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect. The Company is, To the Company’s Knowledge and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect, (i) there exist no facts or circumstances that make it likely that any Company Permit will not be renewed or extended in the ordinary course of business consistent with past practice on commercially reasonable terms, (ii) no Governmental Authority has commenced, or given written notice to the Company or any Company Subsidiary that it intends to commence, a proceeding to revoke, or suspend, rescind, modify or not renew, or to impose any materially adverse condition on, any Company Permit, (iii) all reports and filings required to be filed with the relevant Governmental Authority by the Company or any Company Subsidiary with respect to any Company Permit have been timely filed and are accurate and complete, (iv) all regulatory fees, contributions or surcharges required to be paid by the Company and the Company Subsidiaries with respect to any Company Permit have been timely paid and (v) since January 1, 2015, the Company and each Company Subsidiary have been in compliance with the terms of all Company Permits. (c) Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any of the Company Subsidiaries (nor, to the Company’s Knowledge, any Company Representative): (i) has offered, authorized, provided or given any payment or thing of value to any Person for the purpose of influencing any act or decision of such Person to unlawfully obtain or retain business or other advantage, (ii) has violated since January 1, 2015 any applicable Anti-Corruption Laws, (iii) has established or maintained, or is maintaining, any unlawful fund of corporate monies or other properties, or (iv) has taken any other action that would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any director, officer, employee, agent or representative of another company or other entity in the course of their business dealings with the Company or any of the Company Subsidiaries, so as to unlawfully induce such Person to act against the interest of his or her employer or principal. (d) Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any of the Company Subsidiaries (nor, to the Company’s Knowledge, any Company Representative): (i) is, or is owned or controlled by, a Person or entity subject to the sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or included on the List of Specially Designated Nationals and Blocked Persons or Foreign Sanctions Evaders, Denied Persons List, Entities List, Debarred Parties List, Excluded Parties List and Terrorism Exclusion List, or any other lists of known or suspected terrorists, terrorist organizations or other prohibited Persons made publicly available or provided to the Company or any of the Company Subsidiaries by any Governmental Authority (such entities, Persons or organizations collectively, the “Restricted Parties”); or (ii) has conducted any business with or engaged in any transaction or arrangement with or involving, directly or indirectly, any Restricted Parties or countries subject to economic or trade sanctions imposed by any U.S. Governmental Authority, including Cuba, Iran, North Korea, Sudan and Syria, in violation of applicable Law, or has otherwise been in violation of any such sanctions, restrictions or any similar Law. Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, the Company and the Company Subsidiaries have at all times since January 1, 2015 been in compliance in all respects with all applicable Laws relating to export controls, trade embargoes, and economic sanctions. To the Company’s Knowledge, neither the Company nor any of the Company Subsidiaries is subject to any pending or threatened action of any Governmental Authority that would restrict its ability to engage in export transactions, bar it from exporting or otherwise limit in any material respect its exporting activities or sales to any Governmental Authority. Neither the Company nor any of the Company Subsidiaries has received any written notice of material deficiencies in connection with any export controls, trade embargoes or economic sanctions matter from OFAC or any other Governmental Authority in its compliance efforts nor made any voluntary disclosures to OFAC or any other Governmental Authority of facts that could result in any material action being taken or any material penalty being imposed by a Governmental Authority against the Company or any of the Company Subsidiaries.

Compliance with Laws; Permits. (a) The Seller, the Company and each of its Subsidiaries are Company Subsidiary is and has been in compliance in all material respects with all Laws applicable to it. (b) Section 3.13 of the Seller Disclosure Letter sets forth a true and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession complete list of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Permits necessary for the Company and its Subsidiaries each Company Subsidiary to own, lease and operate their its properties and assets and to carry on their businesses its business in all material respects as presently currently conducted (the “or which are required in connection with each Company Permits”)Subsidiary’s ownership or leasing of its Owned Real Property or Leased Real Property, except where the failure to have any as applicable. All Permits set forth in Section 3.13 of the Seller Disclosure Letter have been obtained by the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative (which includes, for the avoidance of doubt, all Permits under Gaming Laws). To the Knowledge of the Company, the Company is in material compliance with the terms of the Permits set forth on Section 3.13 of the Seller Disclosure Letter. No event has occurred that, with or judicial proceeding that could result in modificationwithout notice or lapse of time or both, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or result in the aggregaterevocation, suspension, lapse or limitation of any Permit set forth in Section 3.13 of the Seller Disclosure Letter. (c) Since January 1, 2015, neither the Company nor any Company Subsidiary has received any written notice or other written communication from any Governmental Authority or other Person (x) asserting any material violation of, or failure to comply in any material respect with, any requirement of any Law applicable to the Company or any Company Subsidiary or Permit that is material to the operation of the business of the Company and the Company Subsidiaries, (y) advising that it is being investigated with respect to any allegation that it has violated in any material respect, or failed to comply in any material respect with, any Law applicable to the Company or any Company Subsidiary or Permit that is material to the operation of the business of the Company and the Company Subsidiaries taken as a whole or (z) notifying the Company Material Adverse Effect. The or any Company isSubsidiary of the suspension, denial, non-renewal, revocation or withdrawal of any Permit that is material to the operation of the business of the Company and the Company Subsidiaries taken as a whole. (d) To the Company’s Knowledge, and each of its with respect to the Company, the Company Subsidiaries isand the Seller only and not with respect to either Buyer, in compliance with there is no fact, which if known to the terms and requirements of such Company PermitsGaming Authorities, except where the failure to be in compliance has not had and will or would not reasonably be expected to haveresult in (i) the failure to obtain any Closing Governmental Approval, individually or (ii) the failure to maintain in good standing any Permit (including any finding of suitability, registration or approval) of the aggregateCompany, any Company Subsidiary or the Seller. (e) Neither the Company nor any Company Subsidiary has, nor to the Knowledge of the Company have any of their respective Representatives, in any manner related to the Company or any Company Subsidiary, (i) directly or indirectly, given, or agreed to give, any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person who was or was expected to be in a position to help or hinder the Company (or assist in connection with any actual or proposed transaction) or made, or agreed to make, any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office or (ii) established or maintained any unrecorded fund or asset or made any false entries on any books or records for the purpose of facilitating any of the matters set forth in clause (i) above. (f) The Company has in place, and at all times has had in place, a Company Material Adverse Effectwritten anti-money laundering program, a written customer identification program, and a responsible gaming program, in each case in compliance in all material respects with applicable Law, and has complied in all material respects with the terms of such programs. (g) None of the representations and warranties contained in this Section 3.13 shall be deemed to relate to environmental matters (which are governed by Section 3.14), employee benefits matters (which are governed by Section 3.15), employment matters (which are governed by Section 3.16) or tax matters (which are governed by Section 3.17).

Compliance with Laws; Permits. (i) The business and operations of the Company and each of its the Company Insurance Subsidiaries are have been conducted in compliance with all applicable statutes and are not in default under or in violation regulations regulating the business of any insurance and all applicable Laworders and directives of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) and market conduct recommendations resulting from market conduct examinations of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) (collectively, "Insurance Laws"), except where the failure to so conduct such non-compliance, default or violation business and operations would not have and would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. Since January 1Notwithstanding the generality of the foregoing, 2013, neither except where the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as do so would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. The , each Company and its Subsidiaries are in possession Insurance Subsidiary and, to the knowledge of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders the executive officers of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company its agents have marketed, sold and its Subsidiaries issued insurance products in compliance, in all material respects, with Insurance Laws applicable to ownthe business of such Company Insurance Subsidiary and in the respective jurisdictions in which such products have been sold, lease including, without limitation, in compliance with (a) all applicable prohibitions against "redlining" or withdrawal of business lines, (b) all applicable requirements relating to the disclosure of the nature of insurance products as policies of insurance and operate their properties (c) all applicable requirements relating to insurance product projections and assets and illustrations. In addition, (i) there is no pending or, to carry on their businesses as presently conducted (the “Company Permits”)knowledge of the executive officers of the Company, except where the failure to have threatened charge by any insurance regulatory authority that any of the Company Permits Insurance Subsidiaries has not had and would not reasonably be expected violated, nor any pending or, to havethe knowledge of the executive officers of the Company, threatened investigation by any insurance regulatory authority with respect to possible violations of, any applicable Insurance Laws where such violations would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. All ; (ii) none of the Company Permits are valid and in full force and effect and are not Insurance Subsidiaries is subject to any administrative order or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure decree of any insurance regulatory authority relating specifically to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected such Company Insurance Subsidiary (as opposed to haveinsurance companies generally) which would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. The ; and (iii) the Company is, and each of its Insurance Subsidiaries is, in compliance have filed all reports required to be filed with any insurance regulatory authority on or before the terms and requirements of such Company Permits, except where date hereof as to which the failure to file such reports would individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. (ii) In addition to Insurance Laws, except as set forth in compliance has the Company Reports filed prior to the date hereof, the businesses of each of the Company and its Subsidiaries have not had been, and would are not reasonably be expected to havebeing, conducted in violation of any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively with Insurance Laws, "Laws"), except for violations or possible violations that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect.Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Stock

Compliance with Laws; Permits. The Company Each of the Seller and each of its Subsidiaries are has been and is currently in compliance in all material respects with all laws, injunctions, judgments, decrees, rulings, statutes, ordinances, codes, rules, regulations, decrees and are not in default under orders of Governmental Authorities, including the Occupational Safety and Health Act of 1970 (29 U.S.C. § 651 et seq.) (collectively, “Laws”) applicable to the Purchased Assets or in violation the Key Products Employees, including Laws relating to occupational safety and health, manufacturing practice, labeling, handling and use of any applicable Law, except where such non-compliance, default compounds and products and employee exposure monitoring and control. None of the Seller or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from or other written communication alleging or relating to a possible violation by the Seller or any Governmental Entity regarding of its Subsidiaries of any violation of, or failure Laws applicable to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectPurchased Assets. The Company Seller and each of its Subsidiaries are in possession of hold all franchises, grants, authorizations, licenses, permits, easementsregistrations, variances, exceptionsexemptions, consentsoperating certificates, franchises, orders, permits, certificates, approvals, clearancesauthorizations, permissionsconcessions, qualifications certificates of occupancy and registrations and orders of all similar rights from Governmental EntitiesAuthorities (collectively, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities “Permits”) necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses lawful operation of the Purchased Assets as presently currently conducted (collectively, the “Company Purchased Assets Permits”), except where the failure and there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to have others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any of the Company Purchased Assets Permits has except that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Seller Material Adverse Effect. All Company Permits are valid and in full force and effect and are There is not subject pending or, to the Knowledge of the Seller, threatened before any Governmental Authority any proceeding, notice of violation, order of forfeiture or complaint or investigation against the Seller or any of its Subsidiaries relating to any administrative or judicial proceeding that could result of the Purchased Assets Permits. The Seller and its Subsidiaries are in modificationcompliance in all material respects with the terms of all of the Purchased Assets Permits, termination or revocation thereofand no event has occurred that, except where to the failure to be in full force and effect or any modificationKnowledge of the Seller, termination or revocation thereof has not had and would not reasonably be expected to have, individually or result in the aggregaterevocation, a Company Material Adverse Effect. The Company iscancellation, and each non-renewal or adverse modification of its Subsidiaries is, in compliance with any of the terms and requirements of such Company Purchased Assets Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and the Company Subsidiaries are, and since January 1, 2008 have been, in compliance with all Laws applicable to them, any of their properties or other assets or any of their businesses or operations, except where any such failure to be in compliance has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. To the Knowledge of the Company, no investigation or review by any Governmental Authority with respect to the Company or any of the Company Subsidiaries is pending or threatened that, in each case, is or would reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. (b) The Company and each of its the Company Subsidiaries hold all licenses, franchises, permits, certificates, consents, orders, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case, that are necessary for the Company and the Company Subsidiaries to own, lease or operate their properties and assets and to carry on their businesses as currently conducted (collectively, “Permits”) and each of the Permits is in compliance with full force and are not in default under or in violation of any applicable Laweffect, except where for such non-compliance, default Permits that the failure to hold or violation would be in full force and effect has not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 20132008, neither the Company nor any of its the Company Subsidiaries has received any written notice from to the effect that a Governmental Authority was considering the amendment, termination, revocation or cancellation of any Governmental Entity regarding any violation of, or failure to comply with, any LawPermit, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Each of the Company Permits are valid and the Company Subsidiaries is, and since January 1, 2008 has been, in full force compliance with the terms of its Permits, except where noncompliance with such Permit has not had and effect and are would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has received any written communication since January 1, 2008 from any Governmental Authority or, to the Knowledge of the Company, from any employee, licensee, licensor, vendor or supplier of the Company or any of the Company Subsidiaries that alleges that the Company or any of the Company Subsidiaries is not in compliance in all material respects with, or is subject to any administrative or judicial proceeding that could result in modificationmaterial liability under, termination or revocation thereofany Permit, except where the failure to be in full force and effect or any modification, termination or revocation thereof as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each consummation of its Subsidiaries isthe Transactions, in compliance with and of itself, will not cause the terms and requirements revocation or cancellation of such Company Permitsany Permit, except where the failure to be in compliance for such revocation or cancellation that has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The (a) Except as disclosed in Section 3.08 of the Company Disclosure Letter, each Group Company is and has been in compliance in all material respects with all state, federal, foreign, international and supranational laws, common law, statutes, ordinances, acts, codes, rules or regulations, treaties, conventions, notices, circulars, executive orders, governmental guidelines or interpretations having the force of law, and Permits of Governmental Authorities or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (collectively, “Laws”) or Judgments, in each case, that are applicable to such Group Company. (b) Except as disclosed in Section 3.08 of the Company Disclosure Letter, each Group Company holds all licenses, franchises, permits, certificates, registrations, approvals, consents and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of its Subsidiaries are in compliance with and are not in default under or in violation of any applicable Lawrespective businesses, except where such non-compliance, default or violation the failure to hold the same would not have and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to be materially adverse to the Group (taken as a whole). (c) The Company Material Adverse Effect. Since January 1is not, 2013and upon the issuance of the Subscribed Shares contemplated herein and the application of the net proceeds therefrom will not be, neither required to register as an “investment company” pursuant to the U.S. Investment Company Act of 1940, as amended, and the regulations promulgated thereunder. (d) Neither the Company nor any other Group Company maintains or need any national security clearance or authorization to access classified information or facilities to perform any current business or proposed business. (e) As of its Subsidiaries the date hereof, the ADSs are traded on the OTC Pink (the “Exchange”). The Company has not received any written notice from any Governmental Entity regarding the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. The Company is not aware of any violation ofof the listing or maintenance requirements of the Exchange, or failure to comply with, any Law, except as would and does not reasonably anticipate that the ADSs will be expected to have, individually or delisted by the Exchange in the aggregateforeseeable future, a Company Material Adverse Effectnor are the Company’s securities “chilled” by the Depositary Trust Company. The Company and its Subsidiaries are in possession unaware of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and facts or circumstances which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject give rise to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where of the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectforegoing.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are are, and since the later of December 31, 2010 and their respective dates of incorporation, formation or organization have been, in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of or undertaking to any Governmental Authority, including common law (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company and its Subsidiaries are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have and any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1All Company Permits are in full force and effect, 2013except where the failure to be in full force and effect would not have, neither individually or in the aggregate, a Company Material Adverse Effect. No suspension or cancellation of any of the Company nor any Permits is pending or, to the Knowledge of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation ofthe Company, or failure to comply with, any Lawthreatened, except as where such suspension or cancellation would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entitiesnot, and all rights under since December 31, 2010 have not been, in violation or breach of, or default under, any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”)Permit, except where the failure to have any of the Company Permits has not had and such violation, breach or default would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject As of the date of this Agreement, to any administrative the Knowledge of the Company, no event or judicial proceeding that could condition has occurred or exists which would result in modificationa violation of, termination breach, default or revocation thereofloss of a benefit under, except where or acceleration of an obligation of the failure to be in full force and effect Company or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries isunder, any Company Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Company Permit (in compliance each case, with the terms and requirements or without notice or lapse of such Company Permitstime or both), except where the failure to be in compliance has not had and for violations, breaches, defaults, losses, accelerations or failures that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Without limiting the generality of Section 3.8(a), the Company, each of its Subsidiaries, and, to the Knowledge of the Company, each joint venture partner, joint interest owner, consultant, agent, or representative of any of the foregoing (in their respective capacities as such), (i) has not violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to the Company or its Subsidiaries; (ii) has not, to the Knowledge of the Company, been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the Knowledge of the Company, is not being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are are, and since February 1, 2015 have been, in compliance with and are not in default under all Laws applicable to them, any of their properties or in violation other assets or any of any applicable Lawtheir businesses or operations, except where any such non-compliance, default or violation would not have and failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January To the Knowledge of the Company, since February 1, 20132015, no Governmental Authority has issued any notice or notification stating that the Company or any of its Subsidiaries is not in compliance with any Law, except where such non-compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company and each of its Subsidiaries hold all material licenses, franchises, permits, certificates, consents, orders, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case, that are necessary for the Company and its Subsidiaries to own, lease or operate their properties and assets and to carry on their businesses as currently conducted (collectively, “Permits”) and each such material Permit is in full force and effect. Since February 1, 2015, neither the Company nor any of its Subsidiaries has received any written notice from to the effect that a Governmental Authority was considering the amendment, termination, revocation or cancellation of any Governmental Entity regarding any violation ofsuch material Permit. Each of the Company and its Subsidiaries is, or failure to comply withand since February 1, any Law2015 has been, in compliance with the terms of its Permits, except as where non-compliance with such Permit would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written communication since February 1, 2015 from any Governmental Authority or, to the Knowledge of the Company, from any employee, licensee, licensor, vendor or supplier of the Company or any of its Subsidiaries that alleges that the Company or any of its Subsidiaries is not in compliance in all material respects with, or is subject to any material Liability under, any Permit that is material to the Company and its Subsidiaries taken as a whole, or relating to the revocation or modification of any Permit that is material to the Company and its Subsidiaries taken as a whole. The consummation of the Transactions, in and of itself, will not cause the revocation or cancellation of any Permit that is material to the Company and its Subsidiaries, taken as a whole. (c) With respect to each material Government Contract and Government Bid, (i) each of the Company and its Subsidiaries is in compliance in all material respects with all requirements of Law pertaining to such Government Contract or Government Bid, (ii) each representation and certification executed by the Company or its Subsidiaries pertaining to such Government Contract or Government Bid was true and correct in all material respects as of its applicable date, (iii) neither the Company nor any of its Subsidiaries has submitted, directly or indirectly, to any Governmental Authority any cost or pricing data which is inaccurate or untruthful in any material respect in connection with such Government Contract or Government Bid and (iv) there is no suspension, stop work order, cure notice or show cause notice in effect for such Government Contract nor, to the Knowledge of the Company, is any Governmental Authority threatening to issue one. (d) To the Knowledge of the Company, there is no: (i) administrative, civil or criminal investigation, indictment, writ of information or audit of the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries by any Governmental Authority with respect to any alleged or potential violation of Law regarding any material Government Contract or Government Bid; (ii) suspension or debarment proceeding, nor any matters pending reasonably likely to lead to a suspension or debarment proceeding, against the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries; or (iii) contracting officer’s decision or legal proceeding by which a Governmental Authority claims that the Company or any of its Subsidiaries is liable to a Governmental Authority, in each case, with respect to any material Government Contract. Since February 1, 2015, neither the Company nor any of its Subsidiaries nor any of the Company’s or its Subsidiaries’, directors, officers nor, to the Company’s Knowledge, employees has conducted or initiated any internal investigation, or made a voluntary disclosure to any Governmental Authority, with respect to any alleged material misstatement or omission arising under or relating to any material Government Contract or Government Bid. (e) The Company and its Subsidiaries are in possession of and their respective employees possess all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entitiesgovernment security clearances necessary to perform the Government Contracts, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits such security clearances are valid and in full force and effect and are not subject to any administrative effect. To the Knowledge of the Company, none of the officers, directors, employees or judicial proceeding that could result in modification, termination or revocation thereof, except where Representatives of the failure to be in full force and effect Company or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries ishas: (i) made any payments or used any funds to influence transactions involving the United States government in violation of Law; (ii) failed to file any required lobbying reports pursuant to the Lobbying Disclosure Act of 1995; (iii) used any corporate or other funds or given anything of value for unlawful gratuities, contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in compliance with the terms and requirements violation of such Company Permitsany applicable Law; or (iv) accepted or received any unlawful contributions, except where the failure to be in compliance has not had and would not reasonably be expected to havepayments, individually expenditures or in the aggregate, a Company Material Adverse Effectgifts.

Compliance with Laws; Permits. The (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries are and have been at all times since January 1, 2020 in compliance with with, and to the Knowledge of the Company, are not under investigation with respect to and have not been threatened in default under writing to be charged with or in violation given written notice of any applicable Lawmaterial violation of, any Applicable Law (including Maritime Guidelines). (b) Each of the Company and its Subsidiaries has all licenses, permits, franchises, approvals, authorizations, registrations, certifications, accreditations and consents of all Governmental Authorities (collectively, the “Company Permits”) that are necessary pursuant to Applicable Law (including Environmental Law and Maritime Guidelines) to own, lease and operate its properties and assets (including the Company Vessels) and for the conduct of its business as presently conducted, except where the failure to be in possession of such non-compliance, default or violation would not have and Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither Neither the Company nor any of its Subsidiaries has received is in violation of any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any LawCompany Permits, except as for such violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry Except as set forth on their businesses as presently conducted (the “Company Permits”), except where the failure to have any Section 4.12(b) of the Company Permits Disclosure Schedule, since January 1, 2020, none of Company or any of its Subsidiaries has not had received any written notice of any action pending or, to the Knowledge of the Company, threatened in writing by any Governmental Authority to revoke, withdraw, modify, restrict or suspend any Company Permit, and no event has occurred which, with or without the giving of notice, the passage of time, or both, has resulted in, or would not reasonably be expected to have, individually or in the aggregateresult in, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in revocation, withdrawal, modification, termination restriction or revocation thereofsuspension of any Company Permit, except where the failure to be in full force and effect or any such revocation, withdrawal, modification, termination restriction or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and suspension would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Except as set forth in the Company ----------------------------- Reports filed prior to the date hereof, the businesses of each of the Company and each of its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable LawU.S. Federal, state or local or other foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, "Laws"), except where such non-compliancefor violations or possible violations that, default individually or violation would not have and would in ---- the aggregate, are not reasonably be expected likely to havehave a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Except as set forth in the Company Reports filed prior to the date hereof, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the officers of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same. To the knowledge of the officers of the Company, no material change is required in the Company's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries each has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2013, neither Effect or prevent or materially burden or materially impair the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any ability of the Company Permits has not had to consummate the Merger and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. The (a) Except with respect to Taxes, ERISA and Environmental Laws, which are the subjects of Sections 3.10, 3.11 and 3.12, respectively, the Company and each of its Subsidiaries are in compliance in all material respects with and are not in default under all laws (including common law), statutes, rules, codes, executive orders, ordinances, regulations, requirements, administrative rulings or in violation judgments of any Governmental Authority or any order, writ, injunction or decree, whether preliminary or final, entered by any court, arbitrator or other Governmental Authority (collectively, “Laws”) applicable Lawto the Company or any of its Subsidiaries or any of their properties or other assets or any of their businesses or operations, except where such non-compliance, default or violation would not have and for failures to be in compliance that would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1, 20132007, neither the Company nor any of its Subsidiaries has received any written notice from to the effect that a Governmental Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance in a material respect with any Law applicable to the Company and any of its Subsidiaries, any of their material properties or other assets or any of their business or operations. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries, nor any officer, director or employee of the Company or any such Subsidiary, is under investigation by any Governmental Entity regarding Authority related to the conduct of the Company’s or any violation ofsuch Subsidiary’s business, the results of which investigation would or failure to comply with, any Law, except as would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. (b) The Company and each of its Subsidiaries hold all material licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case necessary for the conduct of their respective businesses, including the manufacture, license and sale of their respective products and services (collectively, “Permits”). The Company and its Subsidiaries are in possession compliance in all material respects with the terms of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental EntitiesPermits, and all rights under any such Permits are in full force and effect, except where such suspension or cancellation would not be reasonably expected to constitute a Company Specified Contract with all Governmental EntitiesMaterial Adverse Effect. (c) No event or condition has occurred or exists which would result in a violation of, and have filed all tariffsbreach, reportsdefault or loss of a benefit under, notices, and other documents with all Governmental Entities necessary for or acceleration of an obligation of the Company and or any of its Subsidiaries to ownunder, lease and operate their properties and assets and to carry on their businesses as presently conducted any Permit (the “Company Permits”in each case, with or without notice or lapse of time or both), except where the failure to have any of the Company Permits has not had and for violations, breaches, defaults, losses or accelerations that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative No such suspension, cancellation, violation, breach, default, loss of a benefit, or judicial proceeding that could acceleration of an obligation will result in modification, termination or revocation thereoffrom the Transactions, except where the failure to be in full force and effect for violations, breaches, defaults, losses or any modification, termination or revocation thereof has not had and accelerations that would not be reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are in compliance with with, and are not in default under or in violation of, any applicable federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of any applicable Governmental Entity (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would have not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 20132018, neither the Company nor any of its Subsidiaries has received any written notice or, to the knowledge of the Company, other communication from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as where such violation or failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. . (b) The Company and its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Company Specified Contract material contract with all Governmental Entities, and have filed all tariffs, reports, notices, notices and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently they are now being conducted (the “Company Permits”), except where the failure to have any of possess or file the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Company Permits are in all respects valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to result in modification, termination or revocation thereof. The Company is, and each of its Subsidiaries is, are in material compliance with the terms and requirements of such all Company Permits, except where the failure to be in such non-compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) Company and each of its Subsidiaries are in compliance, and have since January 1, 2018 complied, with all applicable Data Privacy Laws; (ii) neither Company nor any of its Subsidiaries has, since January 1, 2018, received any written notice from any applicable Governmental Entity alleging any violation of applicable Data Privacy Laws by Company, any of its Subsidiaries or, to the knowledge of Company, any third-party service providers, outsourcers, processors or other third parties who process, store or otherwise handle Personal Data for or on behalf of Company or any of its Subsidiaries (“Company Data Processors”), nor has Company or any of its Subsidiaries been threatened in writing to be charged with any such violation by any Governmental Entity; (iii) Company and each of its Subsidiaries have, since January 1, 2018, taken commercially reasonable steps (including, as appropriate, implementing reasonable technical, physical or administrative safeguards) designed to protect Personal Data in their possession or under their control against loss and unauthorized access, use, modification or disclosure, and, to the knowledge of Company, since January 1, 2018, there has been no incident of the same, or of the same with respect to any Personal Data maintained or otherwise processed for or on behalf of Company or its Subsidiaries; (iv) Company and each of its Subsidiaries have, since January 1, 2018, taken commercially reasonable steps with respect to Company Data Processors to obligate such persons to comply in all material respects with applicable Data Privacy Laws and to take reasonable steps to protect and secure Personal Data from loss or unauthorized use, access, modification or disclosure; and (v) the execution, delivery and performance of this Agreement complies with all applicable Data Privacy Laws (including the General Data Protection Regulation (EU) 2016/679, the Data Protection ▇▇▇ ▇▇▇▇ (UK), and the California Consumer Protection Act) and Company’s and each of its Subsidiaries’ applicable published policies, statements, and notices relating to privacy, data protection or information security regarding Personal Data.

Compliance with Laws; Permits. The Company and each (a) Except as set forth on Section 3.11(a) of its Subsidiaries are in compliance with and are not in default under or the Disclosure Schedule, none of the Transferred Companies is in violation of any Laws or Governmental Orders applicable Lawto it or its assets, properties or business (including any such Laws regulating the insurance business), except where such non-compliance, default or violation would not have and would not reasonably be expected to havefor violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Since January 1As of the date of this Agreement, 2013, neither none of the Company nor any of its Subsidiaries has received any written notice from or the Transferred Companies is a party to, or bound by, any Governmental Entity regarding any violation ofOrder that is material to the Business. Each of the Insurance Subsidiaries is in material compliance with its policies applicable to its collection, use of and disclosure of personal or failure private information of customers or consumers. (b) Except as set forth in Section 3.11(b) of the Disclosure Schedule, each of the Transferred Companies holds all governmental qualifications, registrations, filings, licenses, permits, approvals or authorizations necessary to comply withconduct the Business and to own or use its assets and properties, any Lawas such Business, assets and properties are conducted, owned and used on the date hereof (collectively, the “Permits”), except as those the absence of which would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. All Company material Permits are valid and in full force and effect and are not effect. As of the date hereof, none of the Transferred Companies is the subject of any pending or, to the Knowledge of Seller, threatened, Action seeking the revocation, suspension, termination, modification or impairment of any administrative Permit, or judicial proceeding that could result the supervision of any Transferred Company pursuant to the application of any Law in modification, termination or revocation thereofrespect of the level of capital held by such Transferred Company, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and for those Actions that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or Effect in the aggregateevent that such Actions are successful. Except for limitations imposed by applicable Law that are applicable to insurance companies generally and except for limitations imposed after the date hereof, a Company Material Adverse Effectthere is no Governmental Order that would be binding on any of the Transferred Companies following the Closing that prohibits or restricts the payment of shareholder dividends or other shareholder distributions by any of the Transferred Companies.

Compliance with Laws; Permits. The Company and its Subsidiaries are in compliance with all laws, statutes, ordinances, codes, rules, regulations, rulings, decrees, judgments, injunctions and orders of Governmental Authorities (collectively, “Laws”) applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound, except for instances of non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. The Company and each of its Subsidiaries hold, and are in compliance with and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Lawall licenses, franchises, permits, certificates, approvals, variances, orders, registrations and authorizations from Governmental Authorities required by Law for the conduct of their respective businesses as they are now being conducted (collectively, “Company Permits”), except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The No action or investigation is pending or, to the Knowledge of the Company, threatened to suspend, modify, disallow payment under, cancel, revoke, remove or withdraw any material Company and its Subsidiaries are in possession Permit where such suspension, modification, cancellation, revocation, removal or withdrawal would reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of all franchisesthe Company, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders no facts or circumstances exist that would reasonably be expected to materially affect the ability of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its applicable Subsidiaries to own, lease and operate their properties and assets and continue to carry on their businesses as presently conducted (provide service following the “Company Permits”)expiration of any franchise agreement or to renew any franchise agreement, except where the failure to have any of the Company Permits has not had and as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. All To the Knowledge of the Company, there is no pending challenge or dispute regarding arrangements among any of the Company Permits are valid and in full force and effect and are not subject to its Affiliates that would materially affect implementation of the Company’s or any administrative or judicial proceeding that could result in modification, termination or revocation thereofof its applicable Subsidiaries’ drilling programs for the benefit of Questar Gas Company’s customers, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Compliance with Laws; Permits. The Company and each the Company Subsidiaries hold all required, necessary or applicable federal, state, provincial, local or foreign permits, licenses, variances, exemptions, orders, franchises and approvals of its all Governmental Entities, except where the failure to so hold would not have a material adverse effect on the Company (the "COMPANY PERMITS"). The Company and the Company Subsidiaries are in compliance with and are not in default under or in violation the terms of any applicable Law, the Company Permits except where such non-compliance, default or violation the failure to so comply would not have a material adverse effect on the Company. Neither the Company nor any of the Company Subsidiaries has received notice of any revocation or modification of any of the Company Permits, the revocation or modification of which would have a material adverse effect on the Company. Neither the Company nor any of the Company Subsidiaries has violated or failed to comply with any statute, law, ordinance, regulation, rule, permit or order of any Governmental Entity, or any arbitration award or any judgment, decree, injunction or order of any Governmental Entity, applicable to the Company or any of the Company Subsidiaries or their respective business, assets or operations, except for violations and would not reasonably be expected failures to havecomply that could not, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to havehave a material adverse effect on the Company. To the knowledge of the Company, individually no investigation or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all review by any Governmental Entities, and all rights under any Company Specified Contract Entity with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for respect to the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have or any of the Company Permits has not had and Subsidiaries is pending or threatened, other than those the outcome of which would not reasonably be expected to have, individually or in have a material adverse effect on the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectCompany.

Compliance with Laws; Permits. The Except as set forth in the Company Reports filed prior to the date hereof, the businesses of each of the Company and each of its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Lawfederal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit (other than "Environmental Laws" as defined in Section 5.1(k)) of any Governmental Entity (collectively, "Laws"), except where such non-compliance, default or violation would not have and would not reasonably be expected to havefor violations that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. Since January 1, 2013, neither Effect or prevent the Company nor from consummating the transactions contemplated by this Agreement. Except as set forth in the Company Reports filed prior to the date hereof, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation ofis pending or, or failure to comply withthe knowledge of the executive officers of the Company, any Law, threatened except as would not reasonably be expected to havefor those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Effect or prevent the Company and from consummating the transactions contemplated by this Agreement. No material change is required in the Company's or any of its Subsidiaries to ownSubsidiaries' processes, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), or procedures in connection with any such Laws except where for such changes the failure to have any of the Company Permits has not had and would not reasonably be expected to havemake, individually or in the aggregate, would not be reasonably be likely to have a Company Material Adverse Effect; and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. All The Company Permits are valid and in full force its Subsidiaries each has all permits, licenses, franchises, variances, exemptions, orders and effect other governmental authorizations, consents and are not subject approvals necessary to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where conduct its business as presently conducted other than those the failure to be in full force and effect or any modification, termination or revocation thereof absence of which has not had and would is not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each its Subsidiaries and, to the Knowledge of the Company, the Joint Ventures are and during the past eighteen (18) months have been in compliance with all laws (including common law), statutes, ordinances, codes, rules, regulations and Governmental Orders of Governmental Authorities (collectively, “Laws”) applicable to the Company, any of its Subsidiaries are in compliance with and are not in default under or in violation of any applicable LawJoint Venture, except where for such non-compliance, default or violation would not have and compliance as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect. Since January 1During the past eighteen (18) months, 2013except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any Joint Venture has received or been subject to any written notice from notice, charge, claim or assertion alleging any Governmental Entity regarding violations of Laws or Permits and, to the Knowledge of the Company, no charge, claim or assertion of any violation ofof any law or Permit by the Company, any of its Subsidiaries or any Joint Venture is threatened against the Company, any of its Subsidiaries or any Joint Venture. (b) The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities necessary for the lawful conduct of their respective businesses (collectively, “Permits”), except where the failure to comply withhold the same would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Section 3.8(b) of the Company Disclosure Schedule sets forth the correct and complete list of (i) all material Permits issued by the Federal Communications Commission and (ii) the jurisdictions outside of the United States in which the Company or a Subsidiary holds material Permits with respect to communications matters (the “Material Non-US Communications Permits”) and the current status of such Permits. All Permits are in full force and effect and there are no proceedings pending or, to the Knowledge of the Company, threatened, that seek the revocation, cancellation, suspension or adverse modification of any Lawsuch Permit, except as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession compliance with the terms of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and for such non-compliance as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect. All Company . (c) The Material Non-US Communications Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecteffect.

Compliance with Laws; Permits. The To its knowledge, the Company and each of its Subsidiaries are in compliance with and are is not in default under or in violation of any applicable Lawstatute, 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 cause a Material Adverse Change. No United States domestic governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement or the issuance of the Shares, except such as have been duly and validly obtained or filed, or with respect to any filings that must be made after the Closing, as will be filed in a timely manner. The Company and the Subsidiary possesses such permits, certificates, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business of the Company as currently conducted and as currently contemplated to be conducted, including without limitation, all such registrations, approvals, certificates, authorizations and permits required by the United States Food and Drug Administration (the “FDA”) and/or other federal, state, local or foreign agencies or bodies engaged in the regulation of clinical trials, pharmaceuticals, or biohazardous substances or materials, except where the failure so to possess would not, singly or in the aggregate, have a Material Adverse Effect; the Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, have a Material Adverse Effect; and the Company has not received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. Where required by applicable laws and regulations of the FDA, the Company has submitted to the FDA an Investigational New Drug Application or amendment or supplement thereto for a clinical trial it has conducted or sponsored or is conducting or sponsoring, except where such non-compliancefailure would not, default singly or violation in the aggregate, have a Material Adverse Effect; all such submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions, except any deficiencies which could not, singly or in the aggregate, have a Material Adverse Effect. The Company has operated and currently is in compliance with the United States Federal Food, Drug, and Cosmetic Act, all applicable rules and regulations of the FDA and other federal, state, local and foreign governmental bodies exercising comparable authority, except where the failure to so operate or be in compliance would not have and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The preclinical and clinical studies conducted by or, to the Company’s knowledge, on behalf of the Company and its Subsidiaries were, and, if still pending, are being, conducted in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entitiesmaterial respects in accordance with the protocols submitted to the FDA, and all rights under any Company Specified Contract with all Governmental Entities, applicable laws and have filed all tariffs, reports, notices, regulations; and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to ownhas not received any written notice or correspondence from the FDA or any foreign, lease and operate their properties and assets and to carry state or local governmental body exercising comparable authority requiring the termination, suspension, or clinical hold of any tests or preclinical or clinical studies, or such written notice or correspondence from any Institutional Review Board or comparable authority requiring the termination or suspension of a clinical study, conducted by or on their businesses as presently conducted (the “Company Permits”), except where the failure to have any behalf of the Company Permits has not had and Company, which termination, suspension, or clinical hold would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. (i) The business and operations of the Company and each of its the Company Insurance Subsidiaries are have been conducted in compliance with all applicable statutes and are not in default under or in violation regulations regulating the business of any insurance and all applicable Laworders and directives of insurance regulatory authorities and market conduct recommendations resulting from market conduct examinations of insurance regulatory authorities (collectively, "Insurance Laws"), except where the failure to so conduct such non-compliance, default or violation would not have business and would not reasonably be expected to haveoperations is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1Notwithstanding the generality of the foregoing, 2013, neither except where the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as do so would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, each Company Insurance Subsidiary and, to the knowledge of the executive officers of the Company, its agents have marketed, sold and issued insurance products in compliance, in all material respects, with Insurance Laws applicable to the business of such Company Insurance Subsidiary and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (i) all applicable prohibitions against "redlining" or withdrawal of business lines, (ii) all applicable requirements relating to the disclosure of the nature of insurance products as policies of insurance and (iii) all applicable requirements relating to insurance product projections and illustrations. The Company and its Subsidiaries are in possession In addition, (i) there is no pending or, to the knowledge of all franchisesthe executive officers of the Company, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under threatened charge by any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have insurance regulatory authority that any of the Company Permits Insurance Subsidiaries has not had and would not reasonably be expected violated, nor any pending or, to havethe knowledge of the executive officers of the Company, threatened investigation by any insurance regulatory authority with respect to possible violations of, any applicable Insurance Laws where such violations are, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. All ; (ii) none of the Company Permits are valid and in full force and effect and are not Insurance Subsidiaries is subject to any administrative order or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure decree of any insurance regulatory authority relating specifically to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected such Company Insurance Subsidiary (as opposed to haveinsurance companies generally) which is, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. The ; and (iii) the Company is, and each of its Insurance Subsidiaries is, in compliance have filed all reports required to be filed with any insurance regulatory authority on or before the terms and requirements of such Company Permits, except where date hereof as to which the failure to be in compliance has not had and would not reasonably be expected to havefile such reports is, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. In addition to Insurance Laws, except as set forth in the Company Reports filed prior to the date hereof, the businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively with Insurance Laws, "Laws"), except for violations or possible violations that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Except as set forth in the Company Reports filed prior to the date hereof, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the executive officers of the Company, threatened, nor, to the knowledge of the executive officers of the Company, has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. To the knowledge of the executive officers of the Company, no material change is required in the Company's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries each has all permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement.

Compliance with Laws; Permits. The businesses of each of the Company and each of its Subsidiaries have been, and are being, conducted in compliance with all applicable federal, state, local or foreign laws, statutes, ordinances, rules, regulations, judgments, orders, injunctions, decrees, arbitration awards, agency requirements, licenses and are not in default under or in violation permits of any applicable Lawall Governmental Entities (collectively, “Laws”), except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, (i) have not had, and are not reasonably likely to have, a Company Material Adverse Effect. Since January 1Effect or prevent, 2013, neither materially delay or materially impair the ability of the Company nor to consummate the transactions contemplated by this Agreement and (ii) have not resulted, and are not reasonably likely to result in, the imposition of a criminal fine, penalty or sanction against the Company, any of its Subsidiaries has received or any written notice from of their respective directors or officers. No investigation or review by any Governmental Entity regarding with respect to the Company or any violation ofof its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct any such investigation or failure review. The Company and its Subsidiaries each have all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to comply withconduct its business as presently conducted (each, any Law, a “Company Permit”) except as would not reasonably be expected to havethose the absence of which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Effect or prevent or materially burden or materially impair the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any ability of the Company Permits has not had to consummate the Merger and would not reasonably be expected to have, individually or in the aggregate, a other transactions contemplated by this Agreement. No Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure Permit will cease to be in full force and effect effective as a result of the execution of this Agreement or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each consummation of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions contemplated by this Agreement.

Compliance with Laws; Permits. The (a) (i) Each of the Company and each of its Subsidiaries are is and, since the Lookback Date has been, in compliance with all Laws and are not in default under or in violation Orders applicable to the conduct of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any and its Subsidiaries and (ii) since the Lookback Date, none of the Company or its Subsidiaries has received any written or oral notice from any Governmental Entity regarding or any other person alleging a material violation ofof or noncompliance with any such Laws or Orders, or failure to comply withexcept, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company case of each of the foregoing clauses (i) and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”ii), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and its Subsidiaries holds all permits, licenses, registrations, approvals, consents, accreditations, waivers, exemptions, certificates and authorizations of any Governmental Entity required for the ownership and use of its assets and properties or the conduct of its business (including for the occupation and use of the Company Leased Real Property) (collectively, “Company Permits”) and is in compliance with all terms and conditions of such Company Permits. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all of such Company Permits are valid and in full force and effect and none of such Company Permits will be terminated as a result of, or in connection with, the consummation of the transactions contemplated hereby. None of the Company or its Subsidiaries is in default under any such Company Permit and no condition exists that, with the giving of notice or lapse of time or both, would constitute a default under such Company Permit, and no Proceeding is pending or, to the Knowledge of the Company, threatened, to suspend, revoke, withdraw, modify or limit any such Company Permit in a manner that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. (i) Except with respect to Environmental Laws, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and taxes, which are the subjects of Section 3.01(j), Section 3.01(l) and Section 3.01(m), respectively, the Company and each Company Subsidiary are, and since January 1, 2013 have been, in compliance with all Laws applicable to it, its properties or other assets or its business or operations, and neither the Company nor any Company Subsidiary has received any written notice alleging that the Company or any Company Subsidiary is in violation of any Law to which the Company or any Company Subsidiary or any of their respective properties or other assets or its business or operations, except for allegations which have been resolved and for failures to be in compliance and written notices alleging any such violation that have not had and would not reasonably be expected to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries hold all material Permits necessary for the operation of the businesses of the Company and its Subsidiaries (the “Material Company Permits”). The Company and each of its Subsidiaries are is and since January 1, 2013, has been in compliance with and are not in default under or in violation the terms of any applicable Lawthe Material Company Permits, except where such non-compliance, default or violation would for failures to comply that have not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither no event has occurred that (A) gives to any third party any right of termination, cancellation, revocation or adverse modification (with or without notice or lapse of time or both) of any Material Company Permit or (B) to the Company nor any knowledge of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation ofthe Company, or failure to comply with, any Law, except as would not otherwise reasonably be expected to have, individually or result in the aggregatetermination, a cancellation, revocation, adverse modification or non-renewal of any Material Company Material Adverse Effect. The Company Permit, other than, in the case of clauses (A) and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”B), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to havesuch termination, individually revocation, cancellation, non-renewal or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding adverse modification that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Except as disclosed in Section 3.15(a) of the Disclosure Schedule, each Group Company is, and each of its Subsidiaries are has been, in compliance in all material respects with applicable laws, especially the laws and are not regulations in default under or connection with the prohibition of pyramid selling. None of the Group Companies has conducted any activity in violation of any applicable Lawstatute, except where such non-compliancerule, default regulation, order or violation would not have and would not reasonably be expected to have, individually restriction of any domestic or foreign government or any agency thereof in respect of the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any conduct of its Subsidiaries business or the ownership of its properties. No event has received occurred and no circumstance exists that (with or without notice or lapse of time) (i) may constitute or result in a violation by any written notice from any Governmental Entity regarding any violation Group Company of, or a failure on the part of such entity to comply with, any Lawapplicable law in any material respect, except or (ii) may give rise to any obligation on the part of any Group Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. None of the Group Companies has received any notice from any Governmental Authority regarding any of the foregoing. To the best knowledge of the Warrantors, no Group Company is under investigation with respect to a material violation of any law. Except as disclosed in Section 3.15(a) of the Disclosure Schedule, each Group Company has all Permits issued or granted by the competent Governmental Authorities necessary for the due and proper establishment and conduct of its business as currently conducted and as proposed to be conducted, the absence of which would not be reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect, or is able to obtain such Permits from the competent Governmental Authorities without undue burden or expense. The Company and its Subsidiaries are None of the Group Companies is in possession default under any of all franchisessuch Permit issued or granted by the competent Governmental Authorities. To the best knowledge of the Warrantors, grantsno Governmental Authority is considering modifying, authorizationssuspending, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders revoking or denying upon expiration the renewal of all any of such Permits. No Permits issued or granted by the competent Governmental EntitiesAuthorities contain any materially burdensome restrictions or conditions, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and each Permit is in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be will remain in full force and effect upon the consummation of the transactions contemplated hereby. None of the Group Companies is in default in any material respect under any Permit issued or granted by the competent Governmental Authorities. To the best knowledge of the Warrantors, there is no reason to believe that any modification, termination Permit which is subject to periodic renewal will not be granted or renewed. No Group Company has received any letter or other communication from any Governmental Authority threatening or providing notice of revocation thereof has not had and would not reasonably be expected of any such Permit issued to have, individually any Group Company or the need for compliance or remedial actions in respect of the aggregate, a Company Material Adverse Effectactivities carried out directly or indirectly by any Group Company. The Company isThere are no fines or penalties asserted against the Group Companies under any applicable law, and each none of its Subsidiaries is, in compliance the Group Companies has received any notice from any Governmental Authorities with the terms and requirements respect to any material violation of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectany applicable law.

Compliance with Laws; Permits. The Company (a) Parent and each of its Subsidiaries are are, and since the Lookback Date, have been, in compliance with all Laws, judgments, decrees and orders of Governmental Authorities and Permits, in each case, applicable to Parent or any of its Subsidiaries, except as would not have a Parent Material Adverse Effect. Parent and each of its Subsidiaries hold, and since the Lookback Date, have held, all Permits necessary for the lawful conduct of their respective businesses and all such Permits are not in default under or in violation of any applicable Lawfull force and effect, except where such non-compliance, default the failure to hold the same or violation would not have the failure of the same to be in full force and effect would not reasonably be expected to haveexpected, individually or in the aggregate, to be material to Parent and its Subsidiaries, taken as a Company whole. There are no Actions pending or, to the Knowledge of Parent, threatened in writing, that seek the revocation, cancelation or adverse modification of any Permit. No material Permits will be terminated or impaired or become terminable as a result of the Transactions. (b) Except as would not (i) have a Parent Material Adverse Effect. Since January 1, 2013Effect or (ii) reasonably be expected to prevent or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement, neither the Company Parent nor any of its Subsidiaries has received is a party to any written notice from agreement or settlement with any Governmental Entity regarding Authority, under which it has any ongoing obligations or restrictions, with respect to any actual or alleged violation ofof any applicable Law. (c) Parent, or failure to comply witheach of its Subsidiaries, and each of their respective directors, officers, employees, agents, representatives, sales intermediaries and any Lawother third party acting on their behalf, has, since the Lookback Date, complied with all applicable Specified Business Conduct Laws, except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. (d) Except as would not have a Parent Material Adverse Effect, since the Lookback Date, neither Parent nor any of its Subsidiaries, nor, to the Knowledge of Parent, any of their respective directors, officers or employees has been, subject to any actual, pending or threatened civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements or enforcement actions, or made any disclosures to any Governmental Authority, involving Parent or any of its Subsidiaries, in any way relating to any applicable Specified Business Conduct Laws. (e) Except as would not have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries, nor, to the Knowledge of Parent, any of their respective directors, officers, employees, agents, representatives, sales intermediaries or any other third party acting on their behalf is a Sanctioned Person. (f) Except as would not have a Parent Material Adverse Effect, since the Lookback Date, neither Parent nor any of its Subsidiaries, nor, to the Knowledge of Parent, any of their respective directors, officers, employees, agents, representatives, sales intermediaries or any other third party acting on their behalf, has engaged in any dealings, transactions, activity or conduct with, involving or for the benefit of, any Sanctioned Person in violation of the Specified Business Conduct Laws.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are are, and have been since September 7, 2012, in compliance with and are not in default under or in violation all Laws of any Governmental Body applicable Lawto their respective businesses or operations, except where such non-compliance, default or violation would for failures to comply that have not have been and would not reasonably be expected to havebe, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, or that would be reasonably likely to prohibit or materially restrain the ability of the Company Material Adverse Effectto enter into this Agreement or consummate the transactions contemplated hereby, or that would be reasonably likely to prohibit or materially restrain the ability of the Company to enter into this Agreement or consummate the transactions contemplated hereby. Since January 1, 2013, neither Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, has Knowledge of or failure to comply has been charged with, any Lawviolation of any Laws by the Company or any Subsidiary of the Company, except as for violations that have not been and would not reasonably be expected to havebe, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, or that would be reasonably likely to prohibit or materially restrain the ability of the Company Material Adverse Effect. to enter into this Agreement or consummate the transactions contemplated hereby. (b) The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entitiescurrently have, and have filed had since September 7, 2012, all tariffs, reports, notices, and other documents with all Governmental Entities necessary material Permits required for the Company operation of their respective businesses (including the operation of the Company’s and its Subsidiaries to own, lease Subsidiaries’ real property and operate their properties and assets and to carry on their businesses tangible assets) as presently conducted (the “Company Permits”)then conducted, except where the failure to have any absence of such Permits, individually or in the Company Permits aggregate, has not had and would not reasonably be expected to havehave a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in default or violation, and no Event has occurred which, with notice of the lapse of time or both, would constitute a default or violation of any term, condition or provision of any Permits to which it is a party, to which its business is subject or by which any of its properties or assets are bound except for such defaults or violations that, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has have not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The (a) Within the 3-year period prior to the Effective Date, each Group Company and each of its Subsidiaries are is in all material respects in compliance with all applicable Laws (including without limitation Anticorruption Law and are not Laws with respect to AMR registration, hygiene, fire prevention, development, construction and use of land, and environment protection, taxation or labour) and Governmental Order. In the past three (3) years, none of the Group Companies has in any material respects violated any of applicable Laws or Governmental Orders. (b) Each Group Company has been granted and owns all franchises, permits, licenses, certificates, consents, approvals and any similar authorizations of any Governmental Authority which is necessary for the conduct of their business (the “Material Company Permits”). None of the Group Companies is in any material respects in default under any Material Company Permit. All of the Material Company Permits are in full force and effect, and no suspension or in violation cancellation of any applicable of the Material Company Permits is pending. (c) In the past three (3) years, no Group Company, or to the knowledge of the Company, any of their respective directors, officers, employees or other persons with formal authorization of the Group Company and acting on behalf of any Group Company, has violated any Anticorruption Law in any material respects. (d) In the past three (3) years, no Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law, except where such non-compliancenor to the knowledge of the Company, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries their respective directors, officers, employees or other persons with formal authorization of the Group Company and acting on behalf of any Group Company has received any written notice, request, allegation or citation from a Governmental Authority for any noncompliance with any Anticorruption Law. The Group Companies have implemented necessary policies and procedures designed to ensure that each Group Company and the employees and other intermediaries of the Group Companies comply in all material respects with applicable Anticorruption Laws. The Group Companies have implemented and maintain effective internal controls necessary and reasonably designed to prevent and detect violations of Anticorruption Laws. (e) No Group Company, or to the knowledge of the Company, any of their respective directors, officers, employees or other persons with formal authorization of the Group Company and acting on behalf of any Group Company is a Prohibited Person. No Group Company has engaged in any business or dealings involving or relating to (i) a Sanctioned Jurisdiction; or (ii) a Prohibited Person, in each case, to the extent such activities would violate applicable Laws. (f) The operations of the Group Companies are and have been conducted at all times in compliance with all Anti-Money Laundering Laws. The Group Companies have instituted, maintain and enforce necessary policies and procedures designed to ensure compliance with Anti-Money Laundering Laws. For the past three (3) years, none of the Group Companies has been penalized for or threatened to be charged with, or given notice from any Governmental Entity regarding of any violation of, or failure or, to comply withthe knowledge of the Company, under investigation with respect to, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental EntitiesAnti-Money Laundering Laws, and all rights under no Action by or before any Company Specified Contract with all court, Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have Authority or any arbitrator involving any of the Company Permits has not had and would not reasonably be expected Group Companies with respect to have, individually Anti-Money Laundering Laws is pending or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectthreatened.

Compliance with Laws; Permits. (i) The business and operations of the Company, and the Company and each of its Subsidiaries are Insurance Subsidiaries, have been conducted in compliance with all applicable domestic and are not in default under or in violation foreign statutes, regulations and rules regulating the business of any insurance and all applicable Laworders and directives of insurance regulatory authorities and market conduct recommendations resulting from market conduct examinations of insurance regulatory authorities (collectively, "Insurance Laws"), except where the failure to so conduct such non-compliance, default or violation business and operations would not have and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1Notwithstanding the generality of the foregoing, 2013each Company Insurance Subsidiary has marketed, neither sold and issued insurance products in compliance, in all material respects, with Insurance Laws applicable to the business of such Company Insurance Subsidiary in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with all applicable prohibitions against "redlining" or withdrawal of business lines. In addition, the Company nor has no knowledge that its agents have not marketed, sold and issued insurance products in compliance, in all material respects, with Insurance Laws applicable to the business of the Company Insurance Subsidiaries in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with all applicable prohibitions against "redlining" or withdrawal of business lines. In addition, (i) none of the Company Insurance Subsidiaries is subject to any order or decree of its any insurance regulatory authority relating specifically to such Company Insurance Subsidiary (as opposed to insurance companies generally); and (ii) each of the Company Insurance Subsidiaries has received filed all reports required to be filed with any written notice from any Governmental Entity regarding any violation of, insurance regulatory authority on or before the date hereof as to which the failure to comply with, any Law, except as would not reasonably be expected to havefile such reports would, individually or in the aggregate, have a Company Material Adverse Effect. The . (ii) In addition to Insurance Laws, except as set forth in the Company and its Subsidiaries are in possession Reports filed prior to the date hereof, the businesses of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders each of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to ownhave not been, lease and operate their properties and assets and to carry on their businesses as presently are not being, conducted in violation of any federal, state, local or foreign law, statute, ordinance, rule, regulation judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (the “Company Permits”collectively with Insurance Laws, "Laws"), except where the failure to have any of the Company Permits has not had and for violations or possible violations that would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement. All Company Permits are valid and No material change is required in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect Company's or any modificationof its Subsidiaries' processes, termination properties or revocation thereof procedures in connection with any applicable Laws, and the Company has not had received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries each has all permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Compliance with Laws; Permits. The Company and each of its Subsidiaries are in compliance with and are (i) Except as has not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor and each Company Subsidiary have complied and are in compliance with all laws, rules and regulations, ordinances, judgments, decrees, orders, writs and injunctions of all federal, state, local and foreign governments and agencies thereof, which affect the business, properties or assets of the Company and each Company Subsidiary, and (ii) no notice, charge or assertion has been received by the Company or any Company Subsidiary or, to the Company’s knowledge, threatened in writing against the Company or any Company Subsidiary alleging any violation of any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. foregoing. (b) The Company and its Subsidiaries are each Company Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications approvals and registrations and orders clearances of all any Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Entity necessary for the Company and its Subsidiaries each Company Subsidiary to own, lease and operate their its properties and assets and or to carry on their respective businesses substantially in the manner described in the Company SEC Documents filed or furnished (and publicly available) prior to the date hereof and substantially as presently it is being conducted as of the date hereof (the “Company Permits”), except and all such Company Permits are valid, and in full force and effect, except, in each case, where the failure to have have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All . (c) Except as set forth in Section 3.17(c) of the Company Permits are valid and in full force and effect and are not subject to any administrative Disclosure Schedule or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The , none of the Company isor any of the Company Subsidiaries, and or, to the knowledge of the Company, any of their respective Representatives (in each of its Subsidiaries iscase acting in their capacities as such) has any reasonable basis for believing that, in the past five (5) years, any of the foregoing Persons has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) directly or indirectly paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental official or Governmental Entity, in the United States or any other country, that was illegal under any applicable law, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, (v) taken any action or made any omission in violation of any applicable law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, including without limitation: the terms Arms Export Control Act, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Export Administration Act, the 1930 Tariff Act and requirements other U.S. customs laws, the Foreign Corrupt Practices Act, the Export Administration Regulations, the International Traffic in Arms Regulations, the Office of such Company PermitsForeign Assets Control Regulations, except where the failure to be in compliance has not had and would not reasonably be expected to haveU.S. Customs Regulations, individually or in the aggregateany regulation, a Company Material Adverse Effectruling, rule, order, decision, writ, judgment, injunction, or decree of any Governmental Authority issued pursuant thereto.

Compliance with Laws; Permits. (a) The operations of the Company and each of its Subsidiaries are are, and for the last three (3) years have been, in compliance with and are not in default under or in violation of any applicable federal, state, local, foreign, tribal or provincial law, statute, act, treaty, ordinance, rule, regulation, code, judgment, order, case, tariff, injunction, decree or agency requirement of or undertaking to any Governmental Authority, including common law (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would has not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. . (b) The Company and its Subsidiaries are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearancesregistrations, permissionsexemptions, qualifications and registrations waivers and orders of all any Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Authority (“Permits”) necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and or to carry on their businesses as presently they are now being conducted (collectively, the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All None of the Company Permits are valid or its Subsidiaries is in conflict with, or in default or violation of, any of such Company Permits, and in full force and effect and are not subject to any administrative or judicial proceeding the knowledge of the Company, there is no existing circumstance that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to havecause the termination or revocation of any such Company Permit or that would prevent renewal or reissuance of such Company Permit when renewal or reissuance is required, in each case except as would not, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (c) The representations and warranties contained in this Section 4.8 do not address Tax matters, employee and benefits plan matters, labor matters or environmental matters, which are addressed only in the applicable provisions of Sections 4.5(c), 4.6, 4.10, 4.12, 4.13 and 4.14.

Compliance with Laws; Permits. The Company and Except as disclosed in the Parent Reports filed with or furnished to the SEC prior to the date hereof, the businesses of each of Parent and its Subsidiaries are in compliance with and are not in default under or being conducted in violation of any applicable LawLaws, except where such non-compliance, default or for any violation would not have and would not reasonably be expected to havethat, individually or in the aggregate, would not be reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement and the Arrangement. Since January 1, 2013, neither Except as disclosed in the Company nor Parent Reports filed with or furnished to the SEC prior to the date hereof and except for any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, investigation or failure to comply with, any Law, except as would not reasonably be expected to havereview that, individually or in the aggregate, would not be reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement and the Arrangement, no investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or, to the knowledge of Parent, threatened, nor has any Governmental Entity indicated an intention to Parent or any of its Subsidiaries to conduct the same. The Company To the knowledge of Parent, no material change is required in Parent’s or any of its Subsidiaries’ processes, properties or procedures in connection with any Law, and Parent has not received any notice or communication of any material noncompliance with any Law that has not been cured as of the date hereof. Parent and its Subsidiaries are in possession of each has all franchises, grants, authorizationspermits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company governmental authorizations, consents and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted approvals (the “Company Parent Permits”)) necessary to conduct its business in all material respects as presently conducted, except where the failure to have any of the Company Permits has not had and would not reasonably be expected to havesuch Parent Permits, individually or in the aggregate, would not be reasonably likely to have a Company Parent Material Adverse Effect. All Company Permits are valid Effect or prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectArrangement.

Compliance with Laws; Permits. The (a) Other than as set forth on Section 6.10(a) of the Company Disclosure Schedule, the Company, its Subsidiaries, and each of the Company’s and its Subsidiaries are Subsidiaries’ officers, directors and employees are, and since January 1, 2019 have been, in compliance with all applicable Laws, including the Controlled Substances Act and are not in default under or in violation of any applicable Lawthe Food, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any LawDrug & Cosmetic Act, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for be material to the Company and its Subsidiaries, taken as a whole. Since January 1, 2019, (i) none of the Company or any of its Subsidiaries has been subjected to, or received any notification from, any Governmental Authority of a violation of any applicable Law, including the Controlled Substances Act, or, to the Company’s knowledge, been subject to any investigation by a Governmental Authority for actual or alleged violation of any applicable Law, (ii) to the knowledge of the Company, no claims have been filed against the Company or any of its Subsidiaries with any Governmental Authority alleging any material failure by the Company or any of its Subsidiaries to comply with any Law to which it is subject, and (iii) none of the Company nor any of its Subsidiaries has made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any material noncompliance with any Law. (b) The Company and each of its Subsidiaries has all Permits that are required to own, lease and or operate their its properties and assets and to carry on their businesses conduct its business as presently currently conducted and as proposed to be conducted (the “Company Permits”), except where the failure to have such Company Permits would not be material to the Company and its Subsidiaries, taken as a whole. As of the date hereof, (i) each Company Permit is in full force and effect in accordance with its terms, (ii) no outstanding notice of revocation, cancellation or termination of any Company Permit has been received by the Company or any of its Subsidiaries, (iii) there are no Actions pending or, to the knowledge of the Company, threatened that seek the revocation, suspension, withdrawal, adverse modification, cancellation or termination of any Company Permit, (iv) each of the Company and each of its Subsidiaries is, and has been since January 1, 2019, in compliance with all material Company Permits has applicable to the Company or such Subsidiary and no condition exists that with notice or lapse of time or both would constitute a default under such Company Permits, in each case, except as would not had be material to the Company and its Subsidiaries, taken as a whole. The consummation of the Transactions will not cause the revocation, modification or cancellation of any Company Permits, except for any such revocation, modification or cancellation that would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Section 6.10(b) of the Company Material Adverse Effect. All Disclosure Schedule contains a complete list of all material Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Permits. (c) The Company is, and each of its Subsidiaries ishas implemented, maintains, and complies in all material respects with internal compliance with programs designed to detect and prevent violations of any applicable Laws specific to the terms cannabis and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecthemp industries.

Compliance with Laws; Permits. The Except as set forth in the Company Reports or Public Announcements filed or made prior to the date hereof or Section 4.10 of the Company Disclosure Schedule, the businesses of each of the Company and each of its Subsidiaries have been, and are being, conducted in compliance with all applicable federal, state, local or foreign laws, statutes, ordinances, rules, regulations, judgments, orders, injunctions, decrees, arbitration awards, agency requirements, licenses or permits (including insurance laws and are not in default under or in violation regulations) of any applicable LawGovernmental Entity ("Laws"), and all notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed and were in compliance with such Laws, except where in any such non-compliance, default or violation would not have and would not reasonably be expected to havecase for noncompliance that, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to havehave a Company Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Except as set forth in the Company Reports filed prior to the date hereof or in section 4.10 of the Company Disclosure Schedule and except for routine examinations by state governmental entities charged with supervision of insurance companies ("Insurance Regulators"), no investigation or review by any governmental entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the Responsible Executive Officers of the Company, threatened, nor has any governmental entity indicated an intention to conduct the same, except for those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. No material change is required in the Company's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries are in possession of each has all franchises, grants, authorizationspermits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities governmental authorizations, consents and approvals necessary for the Company and to conduct its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses business as presently conducted (except those the “Company Permits”), except where the failure to have any absence of the Company Permits has not had and which would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. All Effect or prevent or materially impair the ability of the Company Permits are valid to consummate the Merger and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. The Except as set forth in Section 5.10 of the Company Disclosure Schedule, the businesses of each of the Company and each of its Subsidiaries have been, and are being, conducted in compliance with all applicable federal, state, local, municipal, foreign or other laws, statutes, constitutions, principles of common law, resolutions, ordinances, codes, edicts, rules, regulations, judgments, orders, rulings, injunctions, decrees, directives, arbitration awards, agency requirements, licenses and are not in default under permits of all Governmental Entities (collectively, “Laws”) applicable to the Company or in violation of any applicable Lawits Subsidiaries, except where such non-compliancethe failure to comply, default individually or violation would in the aggregate, (i) has not have had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect and (ii) has not resulted, and is not reasonably likely to result in, the imposition of a criminal fine, penalty or sanction against the Company, any of its Subsidiaries, or any of their respective directors or officers. Since January 1, 2013, neither Except as set forth in Section 5.10 of the Company nor any Disclosure Schedule, no (i) material investigation or review (for which the Company or one of its Subsidiaries has received any notice) or (ii) other investigation or review (for which the Company or one of its Subsidiaries has received written notice from notice) by any Governmental Entity regarding with respect to the Company or any violation ofof its Subsidiaries is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity (x) indicated to the Company or failure one of its Subsidiaries an intention to comply with, conduct any Law, except as would not reasonably be expected such material investigation or review or (y) indicated in writing to have, individually the Company or in the aggregate, a Company Material Adverse Effectone of its Subsidiaries an intention to conduct any other such investigation or review. The Company and its Subsidiaries are in possession of each have all franchises, grants, authorizationsgovernmental permits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities governmental authorizations, consents and approvals necessary for the Company and to conduct its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses business as presently conducted (the each, a “Company PermitsPermit”)) except those the absence of which have not had, except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. All Except as set forth in Section 5.10 of the Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modificationDisclosure Schedule, termination or revocation thereof, except where the failure no material Company Permit will cease to be in full force and effect effective as a result of the execution of this Agreement or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each consummation of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions contemplated by this Agreement.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries Company Subsidiary have complied and are in compliance with all laws, rules and are not in default under regulations, ordinances, judgments, decrees, orders, writs and injunctions of all federal, state, local and foreign governments and agencies thereof (collectively “Laws”), which affect the business, properties or in violation assets of the Company and each Company Subsidiary, any applicable Lawoperating certificates, common carrier obligations, airworthiness directives (“ADs”), Federal Aviation Regulations (“FARs”) or any other rules, regulations, directives or policies of the Federal Aviation Administration (the “FAA”), the Department of Transportation (the “DOT”), the Federal Communications Commission (the “FCC”), the Department of Defense (the “DOD”), the Department of Homeland Security (the “DHS”), the Federal Transportation Safety Administration (the “TSA”), the Air Transportation Stabilization Board (“ATSB”) or any other Governmental Entity, except where such non-compliance, default or violation would for instances of possible noncompliance that have not have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1No notice, 2013, neither charge or assertion has been received by the Company nor or any of its Subsidiaries has received Company Subsidiary or threatened against the Company or any written notice from any Governmental Entity regarding Company Subsidiary alleging any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has foregoing, except for instances of possible noncompliance that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits licenses, authorizations, consents, permits, and approvals required under such Laws are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has have not had and would not reasonably be expected to have a Company Material Adverse Effect. No material investigation or review or civil penalty claims by the FAA, the TSA, any customs agency or any other Governmental Entity with respect to the Company or any of the Company Subsidiaries is pending or, to the Company’s knowledge, threatened, nor has the FAA, the TSA, any customs agency or any other Governmental Entity indicated an intention to conduct the same. (b) The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, Environmental Permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and each Company Subsidiary to own, lease and operate its properties or to carry on their respective businesses substantially in the manner described in the Company SEC Documents filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The There is not pending or, to the Company’s knowledge, threatened before the FAA, DOT or any other Governmental Entity any material proceeding, notice of violation, order of forfeiture or complaint or investigation against the Company is, and each or any of its the Company Subsidiaries is, in compliance with relating to any of the terms and requirements of such Company Permits, except for any of the foregoing that have not resulted in and would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. The actions of the applicable Governmental Entities granting all Company Permits have not been reversed, stayed, enjoined, annulled or suspended, and there is not pending or, to the Company’s knowledge, threatened, any application, petition, objection or other pleading with the FAA, DOT or any other Governmental Entity which challenges or questions the validity of or any rights of the holder under any Company Permit, except, for any of the foregoing that have not resulted in and would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Since the Balance Sheet Date, neither the Company nor any Company Subsidiary has failed to comply with or pass any inspection performed by the FAA, the DOD, the DOT or any other Governmental Entity where the such failure to comply or pass any such inspection has adversely affected or would reasonably be expected to adversely affect the eligibility of the Company or any Company Subsidiary to undertake any aircraft missions. (c) None of the Company or any of the Company Subsidiaries, nor to the knowledge of the Company, any of their respective directors, officers, agents, employees or representatives (in compliance each case acting in their capacities as such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) directly or indirectly paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental official or Governmental Entity, in the United States or any other country, that was illegal under any applicable Law, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, or (v) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, except, in the case of clauses (i) through (v) above, for such payments, violations, conduct or other practices that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The (a) Except with respect to Taxes, ERISA and Environmental Laws, which are the subjects of Sections 3.10, 3.11 and 3.12, respectively, the Company and each of its Subsidiaries are in compliance in all material respects with and are not in default under all laws (including common law), statutes, rules, codes, executive orders, ordinances, regulations, requirements, administrative rulings or in violation judgments of any Governmental Authority or any order, writ, injunction or decree, whether preliminary or final, entered by any court, arbitrator or other Governmental Authority (collectively, “Laws”) applicable Lawto the Company or any of its Subsidiaries or any of their properties or other assets or any of their businesses or operations, except where such non-compliance, default or violation would not have and for failures to be in compliance that would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1, 20132007, neither the Company nor any of its Subsidiaries has received any written notice from to the effect that a Governmental Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance in a material respect with any Law applicable to the Company and any of its Subsidiaries, any of their material properties or other assets or any of their business or operations. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries, nor any officer, director or employee of the Company or any such Subsidiary, is under investigation by any Governmental Entity regarding Authority related to the conduct of the Company’s or any violation ofsuch Subsidiary’s business, the results of which investigation would or failure to comply with, any Law, except as would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. (b) The Company and each of its Subsidiaries hold all material licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities (collectively, “Permits”) to be obtained, necessary for the conduct of their respective businesses, including the manufacture, license and sale of their respective products and services. The Company and its Subsidiaries are in possession compliance in all material respects with the terms of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entitiessuch Permits, and all rights under any such Permits are in full force and effect, except where such suspension or cancellation would not be reasonably expected to constitute a Company Specified Contract with all Governmental EntitiesMaterial Adverse Effect. (c) No event or condition has occurred or exists which would result in a violation of, and have filed all tariffsbreach, reportsdefault or loss of a benefit under, notices, and other documents with all Governmental Entities necessary for or acceleration of an obligation of the Company and or any of its Subsidiaries to ownunder, lease and operate their properties and assets and to carry on their businesses as presently conducted any Permit (the “Company Permits”in each case, with or without notice or lapse of time or both), except where the failure to have any of the Company Permits has not had and for violations, breaches, defaults, losses or accelerations that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative No such suspension, cancellation, violation, breach, default, loss of a benefit, or judicial proceeding that could acceleration of an obligation will result in modification, termination or revocation thereoffrom the Transactions, except where the failure to be in full force and effect for violations, breaches, defaults, losses or any modification, termination or revocation thereof has not had and accelerations that would not be reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Except as set forth in the Company and each Reports filed prior to the date of its Subsidiaries are in compliance with and are not in default under this Agreement, or in violation of any applicable Law, except where such non-compliance, default or violation as would not have and would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. Since January 1, 2013, neither the businesses of each of the Company nor and its Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local, or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license, or permit of any Governmental Entity (collectively, "Laws") applicable to such businesses. Except as set forth in the Company Reports filed prior to the date of this Agreement, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the officers of the Company, threatened, nor has received any written notice from any Governmental Entity regarding any violation ofindicated an intention to conduct the same. To the knowledge of the executive officers of the Company, or failure to comply with, any Law, and except as would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect, no change is required in the Company's or any of its Subsidiaries' processes, properties, or procedures in connection with any such Laws, and the Company has not received any notice or communication of any noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries are in possession of each have all franchises, grants, authorizationspermits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, orders, and other governmental authorizations, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities approvals necessary for the Company and to conduct its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses business as presently conducted (the “Company Permits”)conducted, except where those the failure to have any absence of the Company Permits has not had and which would not reasonably be expected to havenot, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement. For purposes of this Section 5.1(i), "Company Material Adverse Effect. All Company Permits are valid and in full force and " shall include any effect and are not subject to any administrative that has, or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not is reasonably be expected to have, an adverse effect on the financial condition of the Company or any of its Subsidiaries (individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure ) equal to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectexcess of $50,000.

Compliance with Laws; Permits. The Company (a) Except as disclosed on SCHEDULE 4.12, Seller has not violated, failed to comply with or acted or failed to act in any material respect so as to incur liability under any federal, state, local or foreign law, regulation or ordinance, judgment, decree or order relating to its business, operations, properties or assets including the Occupational Safety and each of its Subsidiaries are in compliance Health Act, the Americans with Disabilities Act, export control laws, and are not in default under or in violation of any applicable LawEnvironmental Laws, except where such non-compliancea violation, default action or violation failure to act would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1Effect on the Assets or prevent or materially delay the consummation of the transaction contemplated hereby, 2013, neither the Company nor and no notice of any of its Subsidiaries has received any written notice from any Governmental Entity regarding any pending investigation or violation of, non-compliance with or failure to comply withalleged liability under, any Lawsuch law, regulation, ordinance, judgment, decree or order has been received by Seller which, if it were determined that a violation had occurred, would have a Material Adverse Effect on the Assets, provided, however, that with respect to AOL, the representations and warranties set forth in this SECTION 4.12(a) shall, insofar as they relate to events occurring, or consequences existing, with respect to Seller prior to February 1, 1998, be deemed given to AOL's Knowledge. (b) Seller possesses all Governmental Authorizations necessary to enable it to conduct its business as presently conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all for those Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where Authorizations the failure to possess which would not have any a Material Adverse Effect on the Assets or prevent or materially delay the consummation of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransaction contemplated hereby. All Company Permits such Governmental Authorizations are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereofeffect, except where for those authorizations the failure of which to be valid and in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Assets or prevent or materially delay the consummation of the transaction contemplated hereby. The Company is, and each of its Subsidiaries is, Seller is in compliance with the terms and requirements of each such Company PermitsGovernmental Authorization, except where the failure to be so in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.Effect on the Assets

Compliance with Laws; Permits. The Except as set forth in the Company Reports filed prior to the date hereof or on SECTION 4.10. of the Company Disclosure Schedule, the businesses of each of the Company and each of its Subsidiaries have been, and are being, conducted in compliance with and are not in default under all applicable federal, state, local or in violation foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any applicable Lawgovernmental entity ("Laws"), and all notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed and were in compliance with such Laws, except where in any such non-compliance, default or violation would not have and would not reasonably be expected to havecase for noncompliance that, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to havehave a Company Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Except as set forth in the Company Reports filed prior to the date hereof or on SECTION 4.10. of the Company Disclosure Schedule and except for routine examinations and audits by state governmental entities charged with supervision of educational and rehabilitative facilities of the type operated by the Company and the Subsidiaries ("State Regulators"), no investigation or review by any governmental entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the Responsible Executive Officers of the Company, threatened, nor has any governmental entity indicated an intention to conduct the same, except for those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. No material change is required in the Company's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any noncompliance with any such Laws that would reasonably be expected to have a Material Adverse Effect or that has not been cured as of the date hereof. The Company and its Subsidiaries are in possession of each has all franchises, grants, authorizationspermits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities governmental authorizations, consents and approvals necessary for the Company and to conduct its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses business as presently conducted (except those the “Company Permits”), except where the failure to have any absence of the Company Permits has not had and which would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. All Effect or prevent or materially impair the ability of the Company Permits are valid to consummate the Merger and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. The Neither the Company and each of its Subsidiaries are in compliance with and are not in default under or nor any Subsidiary is in violation of any applicable Lawstatute, except where such non-compliancerule, default regulation, order or restriction of any government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties which violation would not have and would not reasonably be expected to havecould, individually or in the aggregate, a materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company Material Adverse Effect. Since January 1or any Subsidiary, 2013, and neither the Company nor any of its Subsidiaries Subsidiary has received any written notice from alleging any Governmental Entity regarding any violation ofsuch violation. No governmental orders, permissions, consents, approvals or failure authorizations are required to comply with, any Lawbe obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement and the issuance of the Shares or the Conversion Shares, except such as would not reasonably may be expected to haverequired by United States federal or state securities laws, as will be filed in a timely manner. The Company and each Subsidiary has all franchises, permits, licenses and any similar authority (collectively, "Approvals") necessary for the conduct of their businesses as now being conducted by them, the lack of which could, individually or in the aggregate, materially and adversely affect the business, properties, prospects or financial condition of the Company or the Subsidiary and the Company believes it or each Subsidiary can obtain, without undue burden or expense, any similar authority for the conduct of its business as planned to be conducted. All Approvals have been duly obtained and are held by the Company or a Company Material Adverse EffectSubsidiary, and are in full force and effect. The Company and its Subsidiaries are each Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract compliance with all Governmental EntitiesApprovals held by it. There is no claim, and have filed all tariffslitigation or action pending or, reports, notices, and other documents with all Governmental Entities necessary for to the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any knowledge of the Company Permits has not had and would not reasonably be expected to haveCompany, individually or in the aggregatethreatened, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modificationthe revocation, termination cancellation, suspension or revocation thereof, except where modification or nonrenewal of any such Approval; none of the failure to be in full force and effect Company or any modificationSubsidiary has been notified that any such Approval will be modified, termination suspended or revocation thereof has not had cancelled; and would not reasonably be expected to havethere is no reasonable basis for any such revocation, individually cancellation, suspension, modification or in the aggregate, a Company Material Adverse Effectnonrenewal. The Company isexecution, delivery and each performance of its Subsidiaries isthis Agreement, in compliance with the terms Investor Rights Agreement and requirements the JPMICC Letter and the consummation of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.the

Compliance with Laws; Permits. (a) The Company and businesses of each of the Buyer and its Subsidiaries are in compliance with have not been since the Applicable Date, and are not in default under or being, conducted in violation of any applicable LawLaw of the jurisdictions in which the Buyer and its Subsidiaries operate, except where such non-compliance, default or violation as would not have and would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Since January 1reasonably be expected to be material to the Buyer or any of its Subsidiaries. (b) No investigation, 2013inspection, neither interrogation or review by any Governmental Authority with respect to the Company nor Buyer or any of its Subsidiaries has received is pending or threatened since the Applicable Date, and no penalties have been imposed on the Buyer or any written notice from of its Subsidiaries by any Governmental Entity regarding any violation ofAuthority since the Applicable Date, or failure to comply with, any Lawin each case, except as would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. The Company reasonably be expected to be material to the Buyer or any of its Subsidiaries. (c) Each of the Buyer and its Subsidiaries are is in possession of of, and is in compliance with, all franchises, grants, authorizationsmaterial permits, licenses, permitsfranchises, easementsapprovals, certificates, certifications, clearances, consents, waivers, exemptions, variances, exceptionsorders, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders or other authorizations of all any Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Authority necessary for each of the Company Buyer and its Subsidiaries to own, lease and operate their respective properties and assets and to carry on their respective businesses as presently currently conducted (the “Company Buyer Permits”), except where the failure to have any of the Company Permits has not had and as would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to havebe material to the Buyer or any of its Subsidiaries. No Buyer Permits shall cease to be effective, become revocable or be terminated as a result of the consummation of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Buyer Material Adverse Effect. (d) None of the Buyer or any of its Subsidiaries are, or have been, party to any contract or course of conduct which is, to the Knowledge of the Buyer, in contravention or breach of any applicable Antitrust Laws.

Compliance with Laws; Permits. (a) The Company, the Company Group and each of its the OEM Subsidiaries are in compliance in all material respects with and are not in default under or in violation of any all Laws applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectBusiness. Since January 1, 2013During the past two years, neither the Company, the Company Group nor any of its Subsidiaries either OEM Subsidiary has received any written notice from of any Governmental Entity regarding material violation of any violation ofLaws applicable to the Business. (b) Each of the Company, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Group OEM Subsidiaries are in possession of has all material franchises, grants, authorizations, memberships, approvals, orders, consents, licenses, certificates, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissionsregistrations, qualifications or other rights and registrations privileges of any Governmental Body (collectively, “Permits”) necessary to permit the ownership of property and orders the conduct of all Governmental Entitiesbusiness as conducted by the Business, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company such Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modificationeffect. To the Knowledge of the Company, termination or revocation thereof, except where the failure no such Permit is reasonably expected to be terminated as a result of the execution of this Agreement, the Transaction Documents or consummation of the transactions contemplated hereby or thereby. Any amounts due with respect to the Business from Governmental Bodies in full force relation to grants or assistance for research or development have been received, other than Tax credits provided only when Taxes due and effect payable, and there is no refund or repayment due of such funds received or any modificationLaw, termination agreement or revocation thereof has not had and would not reasonably be expected to haveunderstanding requiring such a refund or repayment, individually as a result of the transactions contemplated hereby or in other actions taken by the aggregateOEM Subsidiaries, a the Company Material Adverse Effector any member of the Company Group. The Company isand the Company Group do not hold any other material Permits necessary to conduct the Business that cannot be transferred as a Purchased Asset, subject to obtaining any requisite consent and approval. (c) No payment has been made or other benefit given by the Company, the Company Group or any OEM Subsidiary or by any person authorized to act on behalf of the Company, the Company Group or any OEM Subsidiary in the past five (5) years to any person in connection with any Contract of the Company the Company Group or any OEM Subsidiary in violation of applicable Laws relating to procurement, including any criminal or civil Laws or administrative regulations relating to bribes or gratuities, or in violation of the U.S. Foreign Corrupt Practices Act. Neither the Company, the Company Group nor any OEM Subsidiary has provided goods, services, software, technology, information, or financing in violation of the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, U.S. Treasury Department Regulations, or any other applicable customs. export control, anti-boycott, sanctions, embargo, or money-laundering Laws or similar regulations of the United States or any other jurisdiction, including, but not limited to, the Netherlands, Finland, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEuropean Union.

Compliance with Laws; Permits. (a) The businesses of the Company and the Company Subsidiaries are conducted in compliance with all laws, statutes, ordinances, codes, rules, regulations, decrees judgments, injunctions and orders of Governmental Authorities (collectively, “Laws”) applicable to the Company or any of the Company Subsidiaries, except for instances of non-compliance as would not reasonably be likely to be material to the Company and the Company Subsidiaries, taken as a whole. The Company and each of its the Company Subsidiaries hold, and are in compliance with and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Lawall licenses, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications approvals and registrations and orders of all authorizations from Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary Authorities required by Law for the Company and its Subsidiaries to own, lease and operate conduct of their properties and assets and to carry on their respective businesses as presently they are now being conducted (the collectively, “Company Permits”), except where as the failure to have any of hold or be in compliance with the Company Permits has not had and would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. All Except as set forth on Section 3.10(a) of the Company Permits are valid and in full force and effect Disclosure Schedule, no investigation, audit or review by any Governmental Authority with respect to the Company or any of the Company Subsidiaries or any of their assets is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Authority notified the Company of its intention to conduct the same, except for such investigations or reviews the outcome of which have not been and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure reasonably likely to be in full force material to the Company and effect or any modificationthe Company Subsidiaries, termination or revocation thereof has not had and taken as a whole. (b) Except as would not reasonably be expected to haveadversely affect the Company and the Company Subsidiaries in a material way, individually or in since November 1, 2013, (i) the aggregate, a Company Material Adverse Effect. The Company is, and each of its the Company Subsidiaries ishave complied in all material respects with the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78a et seq. (1997 and 2000)) and any other applicable foreign or domestic anticorruption or antibribery Laws (collectively, the “Fraud and Bribery Laws”) and (ii) neither the Company nor any Company Subsidiary nor, to the Knowledge of the Company, any of the Company’s Affiliates, directors, officers, employees, agents or other representatives acting on the Company’s behalf have directly or indirectly, in each case, in violation of any Fraud and Bribery Laws: (A) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (B) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (C) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (D) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent of such customer or supplier, or (E) taken any action or made any omission in violation of any applicable Laws governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and unsanctioned foreign boycotts. (c) Except as would not reasonably be expected adversely affect the Company and the Company Subsidiaries in a material way, since November 1, 2013, none of the Company, any Company Subsidiary or, to havethe Knowledge of the Company, individually any of their respective directors, officers, employees or in agents has violated any economic sanctions Laws. Since November 1, 2013, the aggregateCompany and the Company Subsidiaries have made no material voluntary disclosures to any Governmental Authority under applicable economic sanctions Laws or export control Laws and, to the Knowledge of the Company, have not been the subject of any material investigation or material inquiry by a Company Material Adverse EffectGovernmental Authority regarding compliance with such Laws or have been assessed any material fine or material penalty under such Laws.

Compliance with Laws; Permits. (a) The Company and each of its the Company Subsidiaries are are, and have been since January 1, 2021, in compliance with and are not in default under or in violation of any federal, state, local or foreign law (including common law), statute, ordinance, rule, regulation, judgment, Order, injunction or decree of any Governmental Entity (collectively, “Laws” and each, a “Law”), including, any Privacy Obligations, applicable Lawto the Company and the Company Subsidiaries, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. . (b) The Company and its the Company Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications certificates and registrations and orders approvals of all any Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Entity (“Permits”) necessary for the Company and its the Company Subsidiaries to own, lease and operate their properties and assets and or to carry on their businesses as presently they are now being conducted (such Permits, the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereofeffect, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The No suspension or cancellation of any Company isPermits is pending or, to the Knowledge of the Company, threatened in writing, and each of its Subsidiaries isno such suspension or cancellation will result from the transactions contemplated by this Agreement, in compliance with each case except as would not, individually or in the terms and requirements aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Neither the Company nor any of such the Company PermitsSubsidiaries has received any written notice that the Company or the Company Subsidiaries is in violation of any Law applicable to the Company or any of the Company Subsidiaries, except where the failure to be in compliance has not had and for such violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Company and Except as set forth in the Gemplus Reports filed prior to the date hereof, the businesses of each of Gemplus and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Law, except where such non-compliance, default for violations or violation possible violations that would not have and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Gemplus Material Adverse EffectEffect or prevent or materially delay or materially impair the ability of Gemplus to consummate the transactions contemplated by this Combination Agreement to which it will be a party. Since January 1Except as set forth in the Gemplus Reports filed prior to the date hereof, 2013, neither the Company nor no investigation or review by any Governmental Entity with respect to Gemplus or any of its Subsidiaries is pending or, to the Knowledge of the Gemplus Executive Officers, threatened in a formal writing, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated to comply with, any LawGemplus an intention to conduct the same, except as for those the outcome of which would not reasonably be expected to havenot, individually or in the aggregate, have a Company Gemplus Material Adverse EffectEffect or prevent or materially delay or materially impair the ability of Gemplus to consummate the transactions contemplated by this Combination Agreement to which it will be a party. The Company and To the knowledge of the Gemplus Executive Officers, no material change is required in Gemplus’ or any of its Subsidiaries are Subsidiaries’ processes, properties or procedures in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under connection with any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”)such Laws, except where the failure to have any of the Company Permits has not had and would not reasonably be expected to havethose that, individually or in the aggregate, would not have a Company Gemplus Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereofand, except where as of the failure to be in full force and effect or any modificationdate hereof, termination or revocation thereof Gemplus has not had received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Each of Gemplus and its Subsidiaries has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which would not reasonably be expected to havenot, individually or in the aggregate, have a Company Gemplus Material Adverse Effect. The Company is, and each Effect or prevent or materially delay or materially impair the ability of its Subsidiaries is, in compliance with Gemplus to consummate the terms and requirements of such Company Permits, except where the failure transactions contemplated by this Combination Agreement to which it will be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectparty.

Compliance with Laws; Permits. Except as set forth in the Company Reports filed prior to the date hereof, the businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any Laws, except for violations or possible violations that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect or to prevent or materially impair the ability of the Company to consummate the Transactions. Except as set forth in the Company Reports filed prior to the date hereof, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the executive officers of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or to prevent or materially impair the ability of the Company to consummate the Transactions. To the knowledge of the executive officers of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and each of its Subsidiaries have all permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are in compliance with and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to havenot, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2013, neither Effect or to prevent or materially impair the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any ability of the Company Permits has not had and would not reasonably be expected to have, individually or in consummate the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectTransactions.

Compliance with Laws; Permits. The (a) Except as set forth in Section 5.11(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries are are, and since January 1, 2019 have been, in compliance with and are not in default under or in violation of any applicable Lawall Applicable Laws, except where such non-compliance, default or violation would not have and as would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. Since January 1, 20132019, (i) none of the Company or any of its Subsidiaries has been subjected to, or received any notification from, any Governmental Authority of a material violation of any Applicable Law or any investigation by a Governmental Authority for actual or alleged material violation of any Applicable Law, (ii) to the knowledge of the Company, no claims have been filed against the Company or any of its Subsidiaries with any Governmental Authority alleging any material failure by the Company or any of its Subsidiaries to comply with any Applicable Law, and (iii) neither the Company nor any of its Subsidiaries has received any written notice from made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority regarding any violation of, alleged act or failure omission arising under or relating to comply with, any material noncompliance with any Applicable Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. . (b) The Company and each of its Subsidiaries has all Permits that are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries required to own, lease and or operate their its properties and assets and to carry on their businesses conduct its business as presently currently conducted and as proposed to be conducted (the “Company Permits”), except where the failure to have such Company Permits would not be material to the Company and its Subsidiaries, taken as a whole. As of the date hereof, (i) each Company Permit is in full force and effect in accordance with its terms, (ii) no outstanding notice of revocation, cancellation or termination of any Company Permit has been received by the Company or any of its Subsidiaries, (iii) there are no Actions pending or, to the knowledge of the Company, threatened that seek the revocation, suspension, withdrawal, adverse modification, cancellation or termination of any Company Permit, and (iv) each of the Company and each of its Subsidiaries is, and has been since January 1, 2019, in compliance with all material Company Permits has applicable to the Company or such Subsidiary and, to the knowledge of the Company, no condition exists that with notice or lapse of time or both would constitute a default under such Company Permits, in each case, except as would not had be material to the Company and its Subsidiaries, taken as a whole. The consummation of the transactions contemplated by this Agreement will not cause the revocation, modification or cancellation of any Company Permits, except for any such revocation, modification or cancellation that would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Section 5.11(b) of the Company Material Adverse Effect. All Company Permits are valid Disclosure Schedule contains a true and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each complete list of its Subsidiaries is, in compliance with the terms and requirements of such all material Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Company (i) Since the NEON Confirmation Effective Date, except as disclosed to Globix in a certificate, NEON and each of its Subsidiaries has complied with, is not in violation of, and has not received any notice alleging any violation with respect to, any applicable provisions of any statute, law or regulation with respect to the conduct of its business, the employment of any current or former employees, or the ownership or operation of its properties or assets, except for failures to comply or violations that, individually or in the aggregate, have not had, and are not reasonably likely to have, a NEON Material Adverse Effect. (ii) Except as set forth in Section 3.1(m)(ii) of the NEON Disclosure Schedule, NEON and each of its Subsidiaries have all permits, licenses and franchises from Governmental Entities required to conduct their businesses as now being conducted or as presently contemplated to be conducted (the "NEON Permits"), except for such permits, licenses and franchises the absence of which, individually or in the aggregate, has not had, and is not reasonably likely to have, a NEON Material Adverse Effect. NEON and each of its Subsidiaries are in compliance with and are not in default under or in violation the terms of any applicable Lawthe NEON Permits, except where for such non-compliance, default or violation would not have and would not reasonably be expected failures to havecomply that, individually or in the aggregate, have not had, and are not reasonably likely to have, a Company NEON Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except Except as would not reasonably be expected to have, individually or set forth in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any Section 3.1(m)(ii) of the Company Permits has not had and would not reasonably be expected to haveNEON Disclosure Schedule, individually or in the aggregate, a Company Material Adverse Effect. All Company all NEON Permits are valid and in full force and effect effect, and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure no NEON Permit shall cease to be in full force effective as a result of the consummation of the transactions contemplated by this Agreement. NEON and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries ishave not received any notice of any material default under or material violation of, in compliance with the terms and requirements of any such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectNEON Permit.

Compliance with Laws; Permits. The Company and Except as set forth in the Parent Reports filed prior to the date hereof, the businesses of each of Parent and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable LawLaws, except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, are not reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Since January 1Except as set forth in the Parent Reports filed prior to the date hereof, 2013, neither no investigation or review (other than review by the Company nor SEC of Parent's shelf registration statement) by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or, to the knowledge of the executive officers of Parent, threatened, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated an intention to comply with, any Lawconduct the same, except as would not reasonably be expected to havefor those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. The Company To the knowledge of the executive officers of Parent, no material change is required in Parent's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and Parent has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Parent and its Subsidiaries are in possession of each has all franchises, grants, authorizationspermits, licenses, permitstrademarks, easementspatents, trade names, copyrights, service marks, franchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities governmental authorizations, consents and approvals necessary for the Company and to conduct its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses business as presently conducted (except those the “Company Permits”), except where the failure to have any absence of the Company Permits has not had and would not reasonably be expected to havewhich are not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative Effect or judicial proceeding that could result in modification, termination prevent or revocation thereof, except where materially burden or materially impair the failure to be in full force and effect ability of Parent or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.Merger Sub to

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are in compliance in all material respects with and are not in default under all laws (including common law), statutes, rules, codes, executive orders, ordinances, regulations, requirements, administrative rulings or in violation judgments of any Governmental Authority or any order, writ, injunction or decree, whether preliminary or final, entered by any court, arbitrator or other Governmental Authority (collectively, "Laws") applicable Law, except where such non-compliance, default to the Company or violation would not have and would not reasonably be expected to have, individually any of its Subsidiaries or in the aggregate, a Company Material Adverse Effectany of their properties or other assets or any of their businesses or operations. Since January 1, 20132004, neither the Company nor any of its Subsidiaries has received any written notice from to the effect that a Governmental Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance in a material respect with any Law applicable to the Company and any of its Subsidiaries, any of their material properties or other assets or any of their business or operations. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries, nor any officer, director or employee of the Company or any such Subsidiary, is under investigation by any Governmental Entity regarding Authority related to the conduct of the Company's or any violation ofsuch Subsidiary's business, the results of which investigation would or failure to comply with, any Law, except as would not reasonably be expected to havebe materially adverse to the business or assets of the Company and its Subsidiaries taken as a whole. (b) The Company and each of its Subsidiaries hold all material licenses, individually franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case necessary for the aggregateconduct of their respective businesses, a Company Material Adverse Effectincluding the manufacture and sale of their respective products (collectively, "Permits"). The Company and its Subsidiaries are in possession compliance in all material respects with the terms of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental EntitiesPermits, and all rights under any such Permits are in full force and effect, except where such suspension or cancellation would not be reasonably expected to constitute a Company Specified Contract with all Governmental EntitiesMaterial Adverse Effect. Since January 1, and have filed all tariffs2005, reports, notices, and other documents with all Governmental Entities necessary for neither the Company and nor any of its Subsidiaries to ownhas received written notice from a Governmental Authority that such Governmental Authority was considering the amendment, lease and operate their properties and assets and to carry on their businesses as presently conducted termination, revocation or cancellation of any Permit. (c) No event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the “Company Permits”or any of its Subsidiaries under, any Permit (in each case, with or without notice or lapse of time or both), except where the failure to have any of the Company Permits has not had and for violations, breaches, defaults, losses or accelerations that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative No such suspension, cancellation, violation, breach, default, loss of a benefit, or judicial proceeding that could acceleration of an obligation will result in modification, termination or revocation thereoffrom the transactions contemplated by this Agreement, except where the failure to be in full force and effect for violations, breaches, defaults, losses or any modification, termination or revocation thereof has not had and accelerations that would not be reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Company and businesses of each of its Subsidiaries are in compliance with the Contributed Systems Entities and the Contributed Entities have not been, and are not in default under or being, conducted in violation of any applicable Lawfederal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, franchise, license or permit of any Governmental Entity (collectively, "LAWS"), except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, are not reasonably likely to have a Company Contributed Systems Material Adverse Effect. Since January 1, 2013, neither Effect or prevent or materially burden or materially impair the ability of the Company nor any of its Subsidiaries has received any written notice from to consummate the Contribution and the other transactions contemplated by this Agreement. No investigation or review by any Governmental Entity regarding with respect to any violation ofof the Contributed Entities or the Contributed Systems is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct such investigation or failure to comply with, review except any Law, except as would not reasonably be expected to haveinvestigations or reviews that are not, individually or in the aggregate, reasonably likely to have a Company Contributed Systems Material Adverse Effect. The Company and its Subsidiaries are in possession Effect or prevent or materially burden or materially impair the ability of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company to consummate the Contribution and its Subsidiaries to ownthe other transactions contemplated by this Agreement. To the knowledge of the Company, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have no material change is required in any of the Company Permits Contributed Systems' processes, properties or procedures in connection with any such Laws, and none of the Company, the Contributed Entities or the Contributed Systems has received any notice or communication of any noncompliance with any such Laws that has not had and would not reasonably be expected to havebeen cured as of the date hereof except for such noncompliance that is not, individually or in the aggregate, reasonably likely to have a Company Contributed Systems Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of the Company to consummate the Contribution and the other transactions contemplated by this Agreement. All Company Permits are valid Each of the Contributed Entities and in full force the Contributed Systems has all permits, licenses, franchises, variances, exemptions, orders and effect other governmental authorizations, consents and are not subject approvals necessary to any administrative or judicial proceeding that could result in modification, termination or revocation thereofconduct the businesses of its respective Contributed Systems as presently conducted, except where those the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to haveabsence of which are not, individually or in the aggregate, reasonably likely to have a Company Contributed Systems Material Adverse Effect. The Effect or prevent or materially burden or materially impair the ability of the Company is, to consummate the Contribution and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. The (a) Each of the Company, the Company Subsidiaries and each of its Subsidiaries are any predecessor entities thereto is, and since the Applicable Date has been, in compliance with and are is not, and since the Applicable Date has not been, in default under under, or in violation of, any Law or Order applicable to Company, such Subsidiaries, predecessor entities or any of any applicable Lawtheir respective properties or assets, except where such non-compliance, default or violation would has not have had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1. (b) The Company, 2013, neither the Company nor Subsidiaries and any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation ofpredecessor entities thereto are, or failure to comply withand since the Applicable Date have been, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvalsregistrations, clearancesconcessions, permissions, qualifications and registrations approvals and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Company and the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently they are now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereofeffect, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, Company Subsidiary is in compliance with the terms and requirements of such all Company Permits, except where the failure to be in compliance has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) (i) Neither Company nor any Company Subsidiary is in default or violation of any term, condition or provision of any Company Permit; and (ii) to Company’s knowledge, no action or notice has been issued by any Governmental Entity, nor any conditions or facts exist, that may result in revocation or material amendment to any Company Permit, in each case except where such default, violation, action or notice has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Neither Company nor any Company Subsidiary is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each of its the Company Subsidiaries are are, and since January 1, 2017 have been, in compliance with all (and are have not in default under violated any) applicable Laws, Orders, Privacy Policies and the Payment Card Industry Data Security Standards, except as, individually or in violation of any applicable Lawthe aggregate, except where such non-compliance, default or violation would has not have had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. . (b) Since January 1, 20132017 through the date of this Agreement, neither the Company nor any of its Subsidiaries Company Subsidiary has received any written notice notice, subpoena, written demand, written inquiry or written information requests from any a Governmental Entity regarding alleging or seeking information to determine whether the Company or any Company Subsidiary is or was in non-compliance with or violation of, or failure to comply with, of any Law, Order, Privacy Policy or Permit except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All To the Knowledge of the Company, no investigation (whether civil, criminal, administrative, investigative, formal or informal) or review by any Governmental Entity with respect to any non-compliance with or violation of any Law, Order, Privacy Policy or Permit by the Company or any Company Subsidiary is pending or threatened, in each case, would reasonably be expected to have a Company Material Adverse Effect. (c) The Company and each of the Company Subsidiaries hold and are in compliance with, and since January 1, 2017 have held and have been in compliance with, all Permits are necessary for the lawful conduct of their business and the ownership and use of their properties and assets and each of such Permits is valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereofeffect, except where the failure to so hold or be in full force and effect compliance with such Permit, individually or any modificationin the aggregate, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (d) Prior to the date of this Agreement, the Company or the Company Subsidiaries have validly transferred, in accordance with all applicable Law and Orders, all licenses, permits and authorizations from the Federal Communications Commission previously held or owned by the Company or the Company Subsidiaries.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are in compliance in all material respects with and are not in default under all laws (including common law), statutes, rules, codes, executive orders, ordinances, regulations, requirements, administrative rulings or in violation judgments of any Governmental Authority or any order, writ, injunction or decree, whether preliminary or final, entered by any court, arbitrator or other Governmental Authority (collectively, “Laws”) applicable Law, except where such non-compliance, default to the Company or violation would not have and would not reasonably be expected to have, individually any of its Subsidiaries or in the aggregate, a Company Material Adverse Effectany of their properties or other assets or any of their businesses or operations. Since January 1, 20132004, neither the Company nor any of its Subsidiaries has received any written notice from to the effect that a Governmental Authority claimed or alleged that the Company or any of its Subsidiaries was not in compliance in a material respect with any Law applicable to the Company and any of its Subsidiaries, any of their material properties or other assets or any of their business or operations. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries, nor any officer, director or employee of the Company or any such Subsidiary, is under investigation by any Governmental Entity regarding Authority related to the conduct of the Company’s or any violation ofsuch Subsidiary’s business, the results of which investigation would or failure to comply with, any Law, except as would not reasonably be expected to havebe materially adverse to the business or assets of the Company and its Subsidiaries taken as a whole. (b) The Company and each of its Subsidiaries hold all material licenses, individually franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case necessary for the aggregateconduct of their respective businesses, a Company Material Adverse Effectincluding the manufacture and sale of their respective products (collectively, “Permits”). The Company and its Subsidiaries are in possession compliance in all material respects with the terms of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental EntitiesPermits, and all rights under any such Permits are in full force and effect, except where such suspension or cancellation would not be reasonably expected to constitute a Company Specified Contract with all Governmental EntitiesMaterial Adverse Effect. Since January 1, and have filed all tariffs2005, reports, notices, and other documents with all Governmental Entities necessary for neither the Company and nor any of its Subsidiaries to ownhas received written notice from a Governmental Authority that such Governmental Authority was considering the amendment, lease and operate their properties and assets and to carry on their businesses as presently conducted termination, revocation or cancellation of any Permit. (c) No event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the “Company Permits”or any of its Subsidiaries under, any Permit (in each case, with or without notice or lapse of time or both), except where the failure to have any of the Company Permits has not had and for violations, breaches, defaults, losses or accelerations that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative No such suspension, cancellation, violation, breach, default, loss of a benefit, or judicial proceeding that could acceleration of an obligation will result in modification, termination or revocation thereoffrom the transactions contemplated by this Agreement, except where the failure to be in full force and effect for violations, breaches, defaults, losses or any modification, termination or revocation thereof has not had and accelerations that would not be reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. (i) The business and operations of the Company and each of its Subsidiaries are Insurance Companies have been conducted in compliance with all applicable foreign, federal, state and are not in default under or in violation local statutes and regulations regulating the business and products of any insurance and all applicable Laworders and directives of insurance regulatory authorities (collectively, "Insurance Laws"), except where the failure to so conduct such non-compliance, default or violation business and operations would not have and would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. Since January 1Notwithstanding the generality of the foregoing, 2013, neither except where the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as do so would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. The , each Company Insurance Company and, to the Company's Knowledge, its agents have marketed, sold and issued insurance and annuity and guaranteed investment products in compliance, in all material respects, with all Insurance Laws applicable to the business of such Company Insurance Company and its Subsidiaries are such activities and in possession the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (A) all applicable prohibitions against withdrawal of business lines, (B) all franchisesapplicable requirements relating to the disclosure of the nature of insurance products as policies of insurance, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications (C) all applicable requirements relating to insurance product projections and registrations and orders of all Governmental Entitiesillustrations, and (D) all rights under applicable requirements relating to the advertising, sales and marketing of insurance and annuity products and guaranteed investment contracts. In addition, (X) there is no pending or, to the Knowledge of the Company, threatened charge by any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have insurance regulatory authority that any of the Company Permits Insurance Companies has not had and would not reasonably be expected violated, nor any pending or, to havethe Knowledge of the Company threatened investigation by any insurance regulatory authority with respect to possible violations of, any applicable Insurance Laws where such violations would, individually or in the aggregate, be reasonably like to have a Company Material Adverse Effect. All ; (Y) none of the Company Permits are valid and in full force and effect and are not Insurance Companies is subject to any administrative order or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure decree of any insurance regulatory authority relating specifically to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected such Company Insurance Company (as opposed to haveinsurance companies generally) which would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. The ; and (Z) the Company is, and each of its Subsidiaries is, in compliance Insurance Companies have filed all reports required to be filed with any insurance regulatory authority on or before the terms and requirements of such Company Permits, except where date hereof as to which the failure to be in compliance has not had and would not reasonably be expected to havefile such reports would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. (ii) In addition to Insurance Laws, except as set forth in the Company Reports filed prior to the date hereof or as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, the businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively with Insurance Laws, "Laws"). Except as set forth in the Company Reports filed prior to the date hereof or as would not, individually or in the aggregate, be reasonably likely 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, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same. To the Knowledge of the Company, no material change is required in the Company's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and the Company has not received any written notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries each has all permits, licenses, trademarks, patents, tradenames, copyrights, servicemarks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (iii) Except as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, with respect to every syndication of property that was intended to allow investors to claim a low income housing tax credit or similar tax credit, the property so syndicated is eligible for the relevant credit in an amount no less than the amount that it was intended to produce.

Compliance with Laws; Permits. The Company and Except as set forth in the CSC Reports filed prior to the date hereof, the businesses of each of CSC and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable LawLaws, except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, are not reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of CSC, Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Since January 1Except as set forth in the CSC Reports filed prior to the date hereof, 2013, neither the Company nor no investigation or review by any Governmental Entity with respect to CSC or any of its Subsidiaries is pending or, to the knowledge of CSC, threatened, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated an intention to comply with, any Lawconduct the same, except as would not reasonably be expected to havefor those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of CSC, Parent or Merger Sub to consummate the transactions contemplated by this Agreement. The Company and To the knowledge of CSC, no material change is required in CSC's or any of its Subsidiaries are Subsidiaries' processes, properties or procedures in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entitiesconnection with any such Laws, and all rights under CSC has not received any Company Specified Contract notice or communication of any noncompliance with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses any such Laws that has not been cured as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to havedate hereof except for noncompliance that is not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of CSC, Parent or Merger Sub to consummate the transactions contemplated by this Agreement. All Company Permits CSC and its Subsidiaries each has all permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect. The Company isEffect or prevent or materially burden or materially impair the ability of CSC, Parent or Merger Sub to consummate the Transactions and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. (a) The Company Partnership and each of its Subsidiaries are are, and since the later of December 31, 2013 and their respective dates of incorporation, formation or organization have been, in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of or undertaking to any Governmental Authority, including common law (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. . (b) The Company Partnership and its Subsidiaries are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations approvals and orders of all any Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Authority necessary for the Company Partnership and its Subsidiaries to own, lease and operate their properties and assets and or to carry on their businesses as presently they are now being conducted (each, a “Permit” and such Permits, the “Company Partnership Permits”), except where the failure to have any of the Company Partnership Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. All Company Partnership Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereofeffect, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. The Company isNo suspension or cancellation of any of the Partnership Permits is pending or, and each to the Knowledge of its Subsidiaries isthe Partnership, in compliance with the terms and requirements of such Company Permitsthreatened, except where the failure to be in compliance has not had and such suspension or cancellation would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect. The Partnership and its Subsidiaries are not, and since December 31, 2013 have not been, in violation or breach of, or default under, any Partnership Permit, except where such violation, breach or default would not have, individually or in the aggregate, a Partnership Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Partnership, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Partnership or any of its Subsidiaries under, any Partnership Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew, extend, any Partnership Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not have, individually or in the aggregate, a Partnership Material Adverse Effect. (c) Without limiting the generality of Section 3.8(a), the Partnership, each of its Subsidiaries, and, to the Knowledge of the Partnership, each joint venture partner, joint interest owner, consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) has not violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to the Partnership or its Subsidiaries; (ii) has not been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the Knowledge of the Partnership, is not being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, a Partnership Material Adverse Effect.

Compliance with Laws; Permits. The (a) To the best of the Company's knowledge, the Company and each Company Subsidiaries and their officers, directors, agents and employees have complied in all material respects with all applicable laws, regulations and other requirements, including, but not limited to, federal, state, local and foreign laws, ordinances, rules, regulations and other requirements pertaining to product labeling, consumer products safety, equal employment opportunity, employee retirement, affirmative action and other hiring practices, occupational safety and health, workers' compensation, unemployment and building and zoning codes, which materially affect the business of its the Company or Company Subsidiaries are in compliance with or the Real Property and are not in default under to which the Company or in Company Subsidiaries may be subject, and no claims have been filed against the Company or Company Subsidiaries alleging a violation of any applicable Lawsuch laws, except where such non-complianceregulations or other requirements. The Sellers, default Company and Company Subsidiaries have no knowledge of any action, pending or violation would not have and would not reasonably be expected threatened, to havechange the zoning or building ordinances or any other laws, individually rules, regulations or in ordinances affecting the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectReal Property. The Company and its Company Subsidiaries are not relying on any exemption from or deferral of any such applicable law, regulation or other requirement that would not be available to CBQ after it acquires the Shares. (b) The Company and Company Subsidiaries have, in possession of full force and effect, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, permits and certificates, approvalsfrom federal, clearancesstate, permissionslocal and foreign authorities (including, qualifications without limitation, federal and registrations state agencies regulating occupational health and orders of all Governmental Entities, safety) necessary to conduct their businesses and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease own and operate their properties (other than Environmental Permits, as such term is defined in Section 2.22(c) hereof) (collectively, the "Permits"). A true, correct and assets and to carry on their businesses as presently conducted (complete list of all the “Company Permits”), except where Permits is set forth under the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or caption referencing this Section 2.21(b) in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectDisclosure Schedule. The Company is, and each of its Company Subsidiaries is, have conducted their businesses in compliance with the all material terms and requirements conditions of such the Permits. (c) The Company Permitsand Company Subsidiaries have not made or agreed to make gifts of money, except where other property or similar benefits (other than incidental gifts of articles of nominal value) to any actual or potential customer, supplier, governmental employee or any other person in a position to assist or hinder the failure to be Company or Company Subsidiaries in compliance has connection with any actual or proposed transaction. (d) In particular, but without limiting the generality of the foregoing, the Company and Company Subsidiaries have not had violated and would have no liability, and have not reasonably be expected to havereceived a notice or charge asserting any violation of or liability under, individually the federal Occupational Safety and Health Act of 1970 or in the aggregate, a Company Material Adverse Effectany other federal or state acts (including rules and regulations thereunder) regulating or otherwise affecting employee health and safety.

Compliance with Laws; Permits. The Company Except with respect to taxes and each environmental matters (which are the subject of its Subsidiaries Section 3.11 and Section 3.13, respectively), the Partnership Group Entities and, to the Knowledge of the Partnership Entities, the Non-Controlled Partnership Group Entities are in compliance with and all Laws applicable to them or by which any of their respective properties are not in default under or in violation of any applicable Lawbound, except where such any non-compliancecompliance would not, default individually or violation the aggregate, be reasonably likely to have a material adverse effect on any Listed Partnership Project Company, or reasonably likely to have a Partnership Material Adverse Effect. Except with respect to Environmental Laws (which are the subject of Section 3.13), the Partnership Group Entities and, to the Knowledge of the Partnership Entities, the Non-Controlled Partnership Group Entities have obtained all Permits that are necessary for owning and operating their respective properties and businesses as presently conducted, except for any Permits the absence of which would not have and would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company material adverse effect on any Listed Partnership Project Company, or reasonably likely to have a Partnership Material Adverse Effect. Since January 1The Partnership Group Entities and, 2013to the Knowledge of the Partnership Entities, the Non-Controlled Partnership Group Entities are in compliance with the terms of all such Permits, except for instances of noncompliance where neither the Company costs to comply nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or the failure to comply with, any Law, except as would not reasonably be expected to havewould, individually or in the aggregate, be reasonably likely to have a Company material adverse effect on any Listed Partnership Project Company, or reasonably likely to have a Partnership Material Adverse Effect. The Company and its Subsidiaries are in possession No suspension, modification, revocation or cancellation of all franchisesany of such Permits is pending or, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders to the Knowledge of all Governmental the Partnership Entities, and all rights under any Company Specified Contract with all Governmental threatened, nor, to the Knowledge of the Partnership Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary do reasonable grounds exist for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”)any such action, except where the failure to have for any of the Company Permits has not had and such suspension, modification, revocation or cancellation that would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject reasonably be likely to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Partnership Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and its Subsidiaries are, and since August 30, 2008 have been, in compliance with all Laws applicable to them, any of their properties or other assets or any of their businesses or operations, except where any such failure to be in compliance has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. No investigation or review by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened that is or would reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (b) The Company and each of its Subsidiaries are in compliance with and are not in default under or in violation of any applicable Lawhold all licenses, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptionscertificates, consents, certificatesorders, approvalsapprovals and authorizations from Governmental Authorities, clearancesor required by Governmental Authorities to be obtained, permissionsin each case, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities that are necessary for the Company and its Subsidiaries to own, lease and or operate their properties and assets and to carry on their businesses as presently currently conducted (the collectively, “Company Permits”)) and each of the Permits is in full force and effect, except where for such Permits that the failure to have any of the Company Permits has not had hold or be in full force and effect would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Neither the Company Material Adverse Effectnor any of its Subsidiaries has received written notice, or to the Knowledge of the Company, oral notice, to the effect that a Governmental Authority is proposing or threatening any amendment, termination, revocation or cancellation of any Permit that is material to the Company and its Subsidiaries, taken as a whole. All To the Knowledge of the Company, there is no basis for any amendment, termination, revocation or cancellation of any Permit that is material to the Company Permits are valid and its Subsidiaries, taken as a whole. Each of the Company and its Subsidiaries is, and since August 30, 2008 has been, in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereofcompliance with the terms of its Permits, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and noncompliance with such Permit would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. The Company is, and each consummation of its Subsidiaries isthe Transactions, in compliance with and of itself, will not cause the terms revocation or cancellation of any Permit that is material to the Company and requirements of such Company Permitsits Subsidiaries, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, taken as a Company Material Adverse Effectwhole.

Compliance with Laws; Permits. The (a) (i) Each of the Company and each of its the Company Subsidiaries are has complied and is in compliance with all Laws which affect the business, properties, assets or operations of the Company and are not in default under the Company Subsidiaries and (ii) no notice, charge or in violation of assertion has been received by the Company or any applicable LawCompany Subsidiary or, to the Company’s knowledge, threatened against the Company or any Company Subsidiary alleging any non-compliance with any such Laws, except where with respect to clauses (i) and (ii) above, for such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding compliance that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and the Company Subsidiaries are in compliance in all material respects with all applicable Laws relating to the ownership and operation of the Company Properties, (ii) neither the Company nor the Company Subsidiaries has received any written notice from any Governmental Entity alleging any material violation of any applicable Law relating to the ownership and operation of the Company Properties, and (iii) to the Company’s knowledge, no Legal Proceeding or Order by any Governmental Entity exists or is pending against the Company Properties, alleging any material failure to comply with Laws relating to the ownership and operation of the Company Properties. (c) The Company and the Company Subsidiaries are in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and the Company Subsidiaries to own, lease and operate their properties or for the Company and the Company Subsidiaries to carry on their respective businesses substantially as is being conducted as of the date hereof, materially in accordance with applicable Laws, and substantially in the manner described in the Company SEC Documents filed prior to the date hereof (the “Company Permits”), and all such Company Permits are valid, and in full force and effect, except, in each case, where the failure to possess and maintain such Company Permits in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. (a) Each of the Company and its Subsidiaries are, and since the Look-Back Date have been, in compliance with all applicable Laws, except where the failure to be, or to have been, in compliance with such Laws would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole or prevent, materially delay or materially impair the ability of the Company to consummate the Transactions. The Company has not received any written notice of any noncompliance with any such Laws that has not been cured as of the date of this Agreement, except for any noncompliance that would not, individually or in the aggregate with other instances of noncompliance, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (b) No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending, or to the Knowledge of the Company, threatened, except with respect to regulatory matters covered by Section 7.4 or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) The Company and each of its Subsidiaries are has obtained and is in compliance in all material respects with and are not in default under or in violation all Permits necessary to conduct their respective businesses as presently conducted. No Permits shall cease to be effective as a result of any applicable Lawthe consummation of the Transactions, except where such non-compliance, default or violation as would not have and would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to havehave a Material Adverse Effect. (d) The Company, its Subsidiaries, and to the Knowledge of the Company, their respective Representatives are in compliance with, and since the Look-Back Date have complied with, (i) the FCPA, and (ii) the provisions of all anti-bribery, anti-corruption and anti-money laundering Laws of each jurisdiction in which the Company and its Subsidiaries operate or have operated and in which any agent thereof is conducting or has conducted business involving the Company or any of its Subsidiaries, except, in each case of clauses (i) and (ii), for any noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company, any of its Subsidiaries, or to the Knowledge of the Company, any of their respective Representatives have paid, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any unlawful bribes, kickbacks or other similar payments, to any national, provincial, municipal or other Government Official or any political party or candidate for political office for the purpose of influencing any act or decision of such official or of any Governmental Entity to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage, in each case, in violation in any material respect of the FCPA and any Laws described in clause (ii). (e) The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, and since the Look-Back Date have been, in compliance with relevant sanctions and export control Laws and regulations in jurisdictions in which the terms Company or any of its Subsidiaries do business or are otherwise subject to jurisdiction, including the United States International Traffic in Arms Regulations, the Export Administration Regulations, and requirements United States sanctions Laws and regulations administered by the United States Department of such Company Permitsthe Treasury’s Office of Foreign Assets Control (collectively, except where the failure to be in compliance has not had “Export and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectSanctions Regulations”).

Compliance with Laws; Permits. (a) Each of the Company and its Subsidiaries are, and since the Look-Back Date have been, in compliance with all applicable Laws, except where the failure to be, or to have been, in compliance with such Laws would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole or prevent, materially delay or materially impair the ability of the Company to consummate the Transactions. As of the Execution Date, the Company has not received any written notice of any noncompliance with any such Laws that has not been cured as of the Execution Date, except for any noncompliance that would not, individually or in the aggregate with other instances of noncompliance, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (b) As of the Execution Date, no material investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending, or to the Knowledge of the Company, threatened. (c) The Company and each of its Subsidiaries are has obtained and is in compliance in all material respects with all Permits necessary for them to own, lease or operate their properties and are not assets and to conduct their respective businesses and operations as presently conducted. Neither the Company nor any of its Subsidiaries is in default under or in violation of any applicable Law, except where such non-compliance, material default or violation (and no event has occurred which, with notice or the lapse of time or both, would not have and constitute a material default or violation) of any term, condition or provision of Permit to which it is a party, nor, as of the Execution Date, are there any pending or, to the Knowledge of the Company, threatened material modifications, amendments, cancellations, suspensions, limitations, non-renewals or revocations of any such Permit by any Governmental Entity. No Permits shall cease to be effective as a result of the consummation of the Transactions, except as would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in be material to the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries Subsidiaries. (d) The Company, its Subsidiaries, and to the Knowledge of the Company, their respective Representatives are in possession compliance with, and since the Look-Back Date have complied in all material respects with, (i) the FCPA, and (ii) the provisions of all franchisesanti-bribery, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications anti-corruption and registrations and orders anti-money laundering Laws of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for each jurisdiction in which the Company and its Subsidiaries to own, lease operate or have operated and operate their properties and assets and to carry on their businesses as presently in which any agent thereof is conducting or has conducted (business involving the “Company Permits”), except where the failure to have or any of its Subsidiaries. None of the Company Permits has not had and would not reasonably be expected Company, any of its Subsidiaries, or to havethe Knowledge of the Company, individually any of their respective Representatives have paid, offered or in promised to pay, or authorized or ratified the aggregatepayment, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject directly or indirectly, of any unlawful bribes, kickbacks or other similar unlawful payments, to any administrative national, provincial, municipal or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect other Government Official or any modificationpolitical party or candidate for political office for the purpose of influencing any act or decision of such official or of any Governmental Entity to obtain or retain business, termination or revocation thereof has not had direct business to any person or to secure any other improper benefit or advantage, in each case, in violation in any material respect of the FCPA and would not reasonably be expected to have, individually or any Laws described in the aggregate, a Company Material Adverse Effectclause (ii). The Company is, and each of its Subsidiaries is, and since the Look-Back Date have been, in compliance with relevant Sanctions and export control Laws and regulations in jurisdictions in which the terms and requirements Company or any of such Company Permits, except where the failure its Subsidiaries do business or are otherwise subject to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectjurisdiction.

Compliance with Laws; Permits. (a) Since January 1, 2010, the businesses of each of the Company and its Subsidiaries (including the ownership and maintenance of all its assets, including the Owned Real Property) have not been conducted in violation of any federal, state, local, municipal, multinational or foreign law, statute, constitution or ordinance, common law, or any rule, regulation, directive, treaty, policy, standard, Judgment or agency requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect. No investigation, audit or review by any Governmental Entity with respect to the Company or any of its Subsidiaries or any of their assets is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity notified the Company of its intention to conduct the same, except for such investigations or reviews the outcome of which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect. As of the date of this Agreement, no change is required in the Company’s or in any of its Subsidiaries’ processes, properties, assets or procedures in connection with any applicable Laws, except such changes that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect, and, since January 1, 2010, the Company has not received any notice or communication of any material noncompliance with any applicable Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except for such failures that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect. The Company and each of its Subsidiaries are is in compliance with and are not in default under or in violation the terms of any applicable Lawthe Company Permits, except where such non-compliance, default for failures to comply or violation would not have and would not reasonably be expected to haveviolations that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect. Since January 1, 20132010, the Company has not received any written notice or, to the knowledge of the Company, other communication of any material noncompliance with any material Company Permit that has not been cured as of the date of this Agreement. (b) Neither the Company nor any director, officer, other employee or agent of the Company has violated any provision of the Foreign Corrupt Practice Act of 1977, as amended, or any similar foreign Law. (c) Since January 1, 2010, neither the Company nor any of its Subsidiaries has received made any written notice from disclosure (voluntary or otherwise) to any Governmental Entity regarding with respect to any alleged irregularity, misstatement or omission or other potential violation ofor liability arising under or relating to the Foreign Corrupt Practice Act of 1977, as amended, or failure to comply with, any similar Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Company and each (a) None of its the Paired Entities nor any of the Paired Entities Subsidiaries are in compliance with and are not in default under or is, nor since January 1, 2018 has been, in violation or default of any applicable LawLaws or any publicly-facing privacy policies to which either of the Paired Entities or any Paired Entities Subsidiary or any of their respective businesses, properties or assets is subject, except where such non-complianceviolation or default, default alone or violation together with all other violations, would not have and would not or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. , no investigation, review or proceeding by any Governmental Entity with respect to the Paired Entities or any Paired Entities Subsidiary or their operations is pending or, to the knowledge of the Paired Entities, threatened in writing, and, to the knowledge of the Paired Entities, no Governmental Entity has indicated an intention to conduct the same. (b) The Company Paired Entities and its the Paired Entities Subsidiaries have obtained and are in possession of all franchises, grants, authorizations, licenses, permits, easementsfranchises, variances, exceptions, consents, certificates, approvals, exemptions, clearances, permissions, qualifications and qualifications, registrations and orders Orders of all any Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities Entity (“Permits”) necessary for the Company Paired Entities and its the Paired Entities Subsidiaries to own, lease and operate their properties and assets and to carry on conduct their businesses business as presently conducted (the “Company Permits”)such business is currently being conducted, except where the failure to have obtain any of the Company Permits has not had and such Permit, alone or together with all other such failures, would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. All Company of such Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereofeffect, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company isPaired Entities and the Paired Entities Subsidiaries are, and each of its Subsidiaries their respective business as being conducted is, in compliance in all respects with the terms and requirements of such Company Permits, except where the failure to be in compliance has would not had have a Company Material Adverse Effect. No suspension or cancellation of any Permit is pending or, to the knowledge of the Paired Entities, threatened in writing and no such suspension or cancellation will result from the transactions contemplated by this Agreement, in each case except as would not reasonably be expected to havehave a Company Material Adverse Effect. The Paired Entities and the Paired Entities Subsidiaries are, individually or and each of their respective business as being conducted is, in compliance in all respects with the aggregateterms and requirements of such Permits, except where the failure to be in compliance would not have a Company Material Adverse Effect. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the Paired Entities nor any of the Paired Entities Subsidiaries, nor, to the knowledge of the Paired Entities, any director, officer or employee of the Paired Entities or any Paired Entities Subsidiaries, has (i) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other person, or (iii) taken any action, directly or indirectly, that would constitute a violation in any material respect by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA. (d) The representations in this Section 5.8 do not apply to Tax matters, as to which the representations and warranties are as set forth in Section 5.10

Compliance with Laws; Permits. (a) The businesses of the Company and the Company Subsidiaries are conducted in compliance with all laws, statutes, ordinances, codes, rules, regulations, decrees judgments, injunctions and orders of Governmental Authorities (collectively, “Laws”) applicable to the Company or any of the Company Subsidiaries, except for instances of non-compliance as would not reasonably be likely to be material to the Company and the Company Subsidiaries, taken as a whole. The Company and each of its the Company Subsidiaries hold, and are in compliance with and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Lawall licenses, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications approvals and registrations and orders of all authorizations from Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary Authorities required by Law for the Company and its Subsidiaries to own, lease and operate conduct of their properties and assets and to carry on their respective businesses as presently they are now being conducted (the collectively, “Company Permits”), except where as the failure to have any of hold or be in compliance with the Company Permits has not had and would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. All Except as set forth on Section 3.10(a) of the Company Permits are valid and in full force and effect Disclosure Schedule, no investigation, audit or review by any Governmental Authority with respect to the Company or any of the Company Subsidiaries or any of their assets is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Authority notified the Company of its intention to conduct the same, except for such investigations or reviews the outcome of which have not been and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure reasonably likely to be in full force material to the Company and effect or any modificationthe Company Subsidiaries, termination or revocation thereof has not had and taken as a whole. (b) Except as would not reasonably be expected to haveadversely affect the Company and the Company Subsidiaries in a material way, individually or in since November 1, 2013, (i) the aggregate, a Company Material Adverse Effect. The Company is, and each of its the Company Subsidiaries ishave complied in all material respects with the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78a et seq. (1997 and 2000)) and any other applicable foreign or domestic anticorruption or antibribery Laws (collectively, the “Fraud and Bribery Laws”) and (ii) neither the Company nor any Company Subsidiary nor, to the Knowledge of the Company, any of the Company’s Affiliates, directors, officers, employees, agents or other representatives acting on the Company’s behalf have directly or indirectly, in each case, in violation of any Fraud and Bribery Laws: (A) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (B) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (C) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (D) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent of such customer or supplier, or (E) taken any action or made any omission in violation of any applicable Laws governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectunsanctioned foreign boycotts.

Compliance with Laws; Permits. (a) Since December 31, 2014, the businesses of each of the Company and its Subsidiaries have not been conducted in violation of any federal, state, local, municipal, multinational or foreign law, statute, constitution or ordinance, common law, or any rule, regulation, directive, treaty, policy, standard, Judgment or agency requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company or any of its Subsidiaries or any of their assets is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity notified the Company in writing of its intention to conduct the same, except for such investigations the outcome of which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except for such failures that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect. The Company and each of its Subsidiaries are is in compliance with and are not in default under or in violation the terms of any applicable Lawthe Company Permits, except where such non-compliance, default for failures to comply or violation would not have and would not reasonably be expected to haveviolations that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect. . (b) To the knowledge of the Company, neither the Company nor any director, officer, other employee or agent of the Company has violated any provision of the Foreign Corrupt Practice Act of 1977, as amended, or any similar foreign Law. (c) Since January 1December 31, 20132014, neither the Company nor any of its Subsidiaries has received made any written notice from disclosure (voluntary or otherwise) to any Governmental Entity regarding with respect to any alleged irregularity, misstatement or omission or other potential violation ofor liability arising under or relating to the Foreign Corrupt Practice Act of 1977, as amended, or failure to comply with, any similar Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The (a) Each of the Company and each of its Subsidiaries are is, and since the Lookback Date has been, in compliance with all Laws and Orders applicable to it or its assets, properties, business or operations (including, for the avoidance of doubt, all Laws that are not in default under designed or in violation intended to prohibit, restrict or regulate actions having the purpose or effect of any applicable Lawmonopolization, lessening of competition or restraint of trade), except where such non-compliance, default or violation for instances of noncompliance that would not have and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. Since January 1, 2013the Lookback Date, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding Authority alleging any material violation of, of any applicable Law or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Order. (b) The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “material Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect effect. No default (with or without notice or lapse of time or both) has occurred under any Company Permit, and are not subject no suspension, revocation, cancellation or adverse modification of any Company Permit is pending or, to any administrative or judicial proceeding that could result in modificationthe Knowledge of the Company, termination or revocation thereofthreatened, except where the failure to be in full force and effect for any such default, suspension, revocation, cancellation or any modification, termination or revocation thereof has not had and adverse modification that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Each of the Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, are and have been in material compliance with the terms and requirements of such Company Permits. (c) Except for those matters that, except where the failure to be in compliance has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to be material to the Company or its Subsidiaries, taken as a whole, (i) each of the Company Material Adverse Effectand its Subsidiaries (and their respective officers and directors) is, and has been at all times over the past five years, in compliance with (A) the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 and any other applicable Laws or any conventions to which the Company or any of its Subsidiaries is subject relating to anti-corruption (governmental or commercial) and anti-bribery (collectively, “Other Corruption Laws”), (B) all Customs and International Trade Laws; (C) all applicable Laws relating to money laundering and (D) all Sanctions Laws, (ii) the Company maintains internal controls, policies, procedures, processes and systems that are reasonably designed to ensure compliance with the applicable Laws described in clause (i), (iii) to the Knowledge of the Company, no employee, representative, consultant, supplier, distributor or agent of the Company or its Subsidiaries has violated any of the applicable Laws described in clause (i), (iv) neither the Company nor any of its Subsidiaries has been a Sanctioned Person at any time and no director or officer of the Company or its Subsidiaries or, to the Knowledge of the Company, employee, representative, consultant, supplier, distributor or agent of the Company or its Subsidiaries is a Sanctioned Person, or has been a Sanctioned Person at any time; (v) neither the Company nor any of its Subsidiaries (nor any of their respective directors or officers or, to the Knowledge of the Company, employees, representatives, consultants, suppliers, distributors or agents acting for or on behalf of the Company or its Subsidiaries) has (A) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to political activity, (B) made any unlawful payments to any Governmental Officials or to any foreign political parties or campaigns from corporate funds, or (C) used funds, given, offered, promised, or authorized to give, any money or thing of value (except for payments permitted by 15 U.S.C. Section 78dd-2(b) or (c)) to any foreign Governmental Official, any foreign political party or campaign, or any other person, for the purpose of influencing an act or decision of that person, or inducing that person to use his or her influence or position to affect any government act or decision to assist the Company or any of its Subsidiaries in obtaining or retaining business, or directing business to any person, which would constitute a bribe, kickback, or illegal or improper payment to assist the Company or any of its Subsidiaries in obtaining or retaining business. Since the Lookback Date, neither the Company nor any of its Subsidiaries has conducted or initiated any internal investigation or made a voluntary, directed or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with the FCPA or any Other Corruption Law. Neither the Company nor any of its Subsidiaries has received any notice, request or citation for, or been contacted by or on behalf of any Governmental Authority with regard to, any actual, potential or alleged noncompliance with any of the matters described in this Section 3.8(c). (d) The FCC Licenses held by the Company or any of its Subsidiaries are set forth on Section 3.8(d) of the Company Disclosure Schedule. Except for those matters that, would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) no FCC License held by the Company or its Subsidiaries is subject to (A) any conditions or requirements that have not been imposed generally upon licenses in the same service or (B) any pending regulatory proceeding or judicial review, (ii) to the Knowledge of the Company, there has been no event, condition or circumstance that would preclude any FCC License held by the Company or its Subsidiary from being renewed in the ordinary course (to the extent that such FCC License is renewable by its terms) and (iii) each of the Company and its Subsidiaries is in compliance with each FCC License held by them and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the rules, regulations, policies, instructions and orders of the FCC, and the payment of all regulatory fees and contributions.

Compliance with Laws; Permits. (a) The Company Company, its Subsidiaries, and each of the Company’s and its Subsidiaries are Subsidiaries’ officers, directors and employees are, and since January 1, 2017 have been, in compliance with all applicable Laws, including the Controlled Substances Act and are not in default under or in violation of any applicable Lawthe Food, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any LawDrug & Cosmetic Act, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for be material to the Company and its Subsidiaries, taken as a whole. Since January 1, 2017, (i) none of the Company or any of its Subsidiaries has been subjected to, or received any notification from, any Governmental Authority of a violation of any applicable Law, including the Controlled Substances Act, or any investigation by a Governmental Authority for actual or alleged violation of any applicable Law, (ii) to the knowledge of the Company, no claims have been filed against the Company or any of its Subsidiaries with any Governmental Authority alleging any material failure by the Company or any of its Subsidiaries to comply with any Law to which it is subject, and (iii) none of the Company nor any of its Subsidiaries has made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any Law. (b) The Company and each of its Subsidiaries has all Permits that are required to own, lease and or operate their its properties and assets and to carry on their businesses conduct its business as presently currently conducted and as proposed to be conducted (the “Company Permits”), except where the failure to have such Company Permits would not be material to the Company and its Subsidiaries, taken as a whole. As of the date hereof, (i) each Company Permit is in full force and effect in accordance with its terms, (ii) no outstanding notice of revocation, cancellation or termination of any Company Permit has been received by the Company or any of its Subsidiaries, (iii) there are no Actions pending or, to the knowledge of the Company, threatened that seek the revocation, suspension, withdrawal, adverse modification, cancellation or termination of any Company Permit, (iv) each of the Company and each of its Subsidiaries is, and has been since January 1, 2017, in compliance with all material Company Permits has applicable to the Company or such Subsidiary and no condition exists that with notice or lapse of time or both would constitute a default under such Company Permits, in each case, except as would not had be material to the Company and its Subsidiaries, taken as a whole. The consummation of the transactions contemplated by this Agreement will not cause the revocation, modification or cancellation of any Company Permits, except for any such revocation, modification or cancellation that would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Section 5.10(b) of the Company Material Adverse Effect. All Disclosure Schedule contains a complete list of all material Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Permits. (c) The Company is, and each of its Subsidiaries ishas implemented, maintains, and complies in all material respects with internal compliance with programs designed to detect and prevent violations of any applicable Laws specific to the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectcannabis industry.

Compliance with Laws; Permits. (a) The Company and each of its Subsidiaries are and since January 1, 2020 have been, in compliance with and are not Applicable Law in default under or in violation of any applicable Lawall material respects, except where such non-compliance, default or violation would not have and as would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. Since January 1, 20132020, (i) none of the Company or any of its Subsidiaries has been subjected to, or received any notification from, any Governmental Authority of a material violation of any Applicable Law or any investigation by a Governmental Authority for actual or alleged material violation of any Applicable Law, (ii) to the knowledge of the Company, no claims have been filed against the Company or any of its Subsidiaries with any Governmental Authority alleging any material failure by the Company or any of its Subsidiaries to comply with any Applicable Law, and (iii) neither the Company nor any of its Subsidiaries has received any written notice from made a voluntary, directed, or involuntary disclosure to any Governmental Entity Authority regarding any violation of, alleged act or failure omission arising under or relating to comply with, any material noncompliance with any Applicable Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. . (b) The Company and each of its Subsidiaries has all Permits that are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries required to own, lease and or operate their its properties and assets and to carry on their businesses conduct its business as presently currently conducted and as proposed to be conducted (the “Company Permits”), except where the failure to have such Company Permits would not be material to the Company and its Subsidiaries, taken as a whole. As of the date hereof, (i) each Company Permit is in full force and effect in accordance with its terms, (ii) no outstanding written or, to the knowledge of the Company, oral notice of revocation, cancellation or termination of any Company Permit has been received by the Company or any of its Subsidiaries, (iii) there are no Actions pending or, to the knowledge of the Company, threatened that seek the revocation, suspension, withdrawal, adverse modification, cancellation or termination of any Company Permit, and (iv) each of the Company and each of its Subsidiaries is, and has been since January 1, 2020, in compliance with all material Company Permits has applicable to the Company or such Subsidiary and to the knowledge of the Company, no condition exists that with notice or lapse of time or both would constitute a default under such Company Permits, in each case, except as would not had be material to the Company and its Subsidiaries, taken as a whole. The consummation of the Transactions will not cause the revocation, modification or cancellation of any Company Permits, except for any such revocation, modification or cancellation that would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Section 5.11(b) of the Company Material Adverse Effect. All Company Permits are valid Disclosure Schedule contains a true and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each complete list of its Subsidiaries is, in compliance with the terms and requirements of such all material Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.