Common use of Compliance with Laws; Permits Clause in Contracts

Compliance with Laws; Permits. The Company and its Subsidiaries are in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions.

Compliance with Laws; Permits. The Company (a) Since January 1, 2015, the Business has been and its Subsidiaries are is being conducted in compliance in all material respects with all applicable federal, state and state, local lawsor foreign law, statutes, statutes or ordinances, codescommon law, rulesor any rule, regulationsregulation, directivesjudgment, decrees and Orders order, writ, injunction, decree, arbitration award, license or permit of any Governmental Authorities Entity (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation Action by any Governmental Authority Entity with respect to the Company or any of its Subsidiaries Business is pending or, to the Knowledge of the CompanySeller, threatened, nor, to the Knowledge of the Company, nor has any United States federal or state Governmental Authority indicated an intention Entity threatened to conduct the same. To the Knowledge of the Company, no No material change is required in the CompanySeller’s or any of its Subsidiaries’ processes, properties or procedures in connection to comply with any such Laws, ; and the Company none of Seller or any of its Subsidiaries has not received any overt written notice or communication of any material noncompliance with any such Laws that has not not, to the Knowledge of Seller, been cured as of the date of this Agreement. The Company Seller and each of its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations (including marketing authorizations, pre-market approvals, clearances, CE Marking, investigational new drug application (as set forth in 21 C.F.R. Part 312), investigational device exemption (as set forth in 21 C.F.R. Part 812)), franchises, variances, exemptions and orders issued or granted by a Governmental Authority Entity or any Notified Bodies, as applicable in the jurisdiction concerned (collectively “LicensesPermits”) ), necessary to conduct its business the Business as presently currently conducted. A list of each material Permit with respect to the Business is set forth on Section 4.9(a) of the Seller Disclosure Letter. All Permits are valid and in full force and effect except for suspensions, except those the absence of cancellations, delays in filing reports or violations which would not reasonably be expected to benot, individually or in the aggregate, materially detrimental have or be reasonably expected to have a Material Adverse Effect. No notification to, or consent from any Governmental Entity is required in order for the Permits to remain in full force and effect immediately following the Closing. (b) None of Seller or any of its Subsidiaries or, to the Company Knowledge of Seller, any of each of their respective directors, officers, employees, consultants, sales representatives, distributors or agents, in such capacity and on behalf of Seller, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to political activity or (ii) violated, directly or indirectly, any applicable money laundering or anti-terrorism Law or directly or indirectly lent, contributed or otherwise made available any funds to any Person for the purpose of financing the activities of any Person currently targeted by any U.S. sanctions administered by OFAC. Seller, its Subsidiaries, taken as a wholeand to the Knowledge of Seller, its Affiliates and each of their respective directors, officers, employees, consultants, sales representatives, distributors, agents and business partners have complied at all times, and are in compliance in all material respects, with all applicable U.S. and non-U.S. anti-corruption and anti-bribery Laws with respect to Seller, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.). In this regard, Seller, its Subsidiaries and, to the Knowledge of Seller, its Affiliates and each of their respective directors, officers, employees, consultants, sales representatives, distributors, agents and business partners, in such capacity and on behalf of Seller, have not given, offered, agreed or promised to give, or preventauthorized the giving, materially delay directly or materially impair indirectly, of any money or other thing of value to any Person as an inducement or reward for favorable action or forbearance from action or the consummation exercise of influence. Seller, its Subsidiaries and, to the TransactionsKnowledge of Seller, its Affiliates have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to be effective to ensure, continued compliance with any such U.S. and non-U.S. anti-bribery, anti-corruption money laundering and anti-terrorism Laws.

Compliance with Laws; Permits. The (a) Since January 1, 2019, the Company and its Subsidiaries are has been in compliance with all federalwith, state and local lawsis not in default under or in violation of, statutesany applicable Laws, ordinancesexcept where such non-compliance, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable default or violation would not be material to the Company Plansand the Business, which is governed by Section 3.11taken as a whole. Since January 1, compliance with Environmental Laws2019, which is governed by Section 3.12the Company has not received any written notice or, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company knowledge of Seller, other communication from any Governmental Entity regarding any actual, alleged, potential or possible violation of, or failure to comply with, any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affectedLaw, except for such non-compliance that is not, and as would not reasonably be expected to be, individually or in the aggregate, materially detrimental material to the Company and any of its Subsidiariesthe Business, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. . (b) The Company and its Subsidiaries each has obtained and is in compliance with possession of all permitsfranchises, grants, authorizations, tariffs, licenses, certificationspermits, easements, variances, exceptions, exemptions, consents, certificates, approvals, registrationswaivers, consentsclearances, authorizationspermissions, franchises, variances, exemptions qualifications and registrations and orders of or issued or granted approved by a all applicable Governmental Authority (“Licenses”) Entities, and may exercise all rights under any Material Contract with all applicable Governmental Entities, and has filed all tariffs, reports, notices and other documents with all applicable Governmental Entities that are necessary for the Company to conduct its business operate the Business as presently conductedconducted (the “Permits”), except those where the absence of which failure to have any such Permits or to have filed such tariffs, reports, notices or other documents would not reasonably be expected to be, individually or in the aggregate, materially detrimental material to the Company and its Subsidiariesthe Business, taken as a whole. All 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, cancellation or revocation thereof, except where the failure to be in full force and effect or any modification, termination, cancellation or revocation thereof would not be, individually or in the aggregate, material to the Company and the Business, taken as a whole. As of the date of this Agreement, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or prevent, materially delay or materially impair the consummation acceleration of an obligation of the TransactionsCompany under, any Permit, or has caused (or, to the knowledge of Seller, would cause) an applicable Governmental Entity to fail or refuse to issue, renew or extend, any 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 be, individually or in the aggregate, material to the Company and the Business, taken as a whole.

Compliance with Laws; Permits. The Company (a) Except with respect to (i) compliance with Law concerning employee matters (as to which certain representations and warranties are made pursuant to Section 3.11 and Section 3.12), (ii) compliance with Environmental Laws (as to which certain representations and warranties are made pursuant to Section 3.10), and (iii) compliance with Law concerning Taxes (as to which certain representations and warranties are made pursuant to Section 3.13)), the Business and each Transferred Entity and, to the Knowledge of Seller, each JV Entity is and for the past one (1) year has been, in material compliance with all Laws and Orders applicable to the Business, the Transferred Assets, the Transferred Entities and the JV Entities, as applicable, except to the extent that any non-compliance would not be material to the Business as a whole. For the past one (1) year, neither Seller, any Transferred Entity nor to the Knowledge of Seller, any JV Entity, has received a written communication from or entered into any Contract or settlement with, a Governmental Authority that alleges that the Business, any Transferred Entity or any JV Entity has, at any time, not been in material compliance with any Law or Order applicable to the Business, the Transferred Assets, the Transferred Entities or the JV Entities, except to the extent that any non-compliance would not be material to the Business as a whole. To Seller’s Knowledge, neither Seller, the Business, any Transferred Entity or any JV Entity is being investigated for or charged by any Governmental Authority with a material violation of, any Law applicable to the Business or any Transferred Entity or JV Entity, except to the extent that any such violation would not be material to the Business as a whole. (b) Seller and its Subsidiaries are in compliance with possess all federalpermits, state approvals, Orders, authorizations, consents, licenses, certificates, franchises, variances, concessions and local lawsexemptions of, statutesor filings or registrations with, ordinancesor issued by, codes, rules, regulations, directives, decrees and Orders of any Governmental Authorities Authority (collectively, “LawsPermits”) (excluding compliance with Laws regarding necessary for the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset operation of the Company or any of its Subsidiaries is bound or affectedBusiness as currently conducted, except for where such non-compliance that is not, and failure would not reasonably be expected to be, individually or in the aggregate, materially detrimental be material to the Company and any of its SubsidiariesBusiness, taken as a whole. All such Permits are in full force and effect, or preventand there are no Actions pending or, materially delay or materially impair the consummation of the Transactions. No investigation to Seller’s Knowledge, threatened by any Governmental Authority with respect that seek the revocation, cancellation, suspension or adverse modification thereof, except where such failure would not reasonably be expected to be material to the Company or Business, as a whole. Neither Seller nor any of its Subsidiaries is pending in default, and, to the Knowledge of Seller, no condition exists that with notice or lapse of time or both would constitute a default, under any such Permits, except where such failure would not reasonably be expected to be material to the Business, as a whole. (c) None of Seller, the Equity Sellers, the Asset Sellers, nor any of their respective officers or directors or, to the Knowledge of the CompanySeller, threatenedany of their respective employees or agents of Seller, norin each case, solely to the Knowledge extent such officer, director, employee or agent is acting for or on behalf of Seller or any of its Subsidiaries with respect to the CompanyBusiness, has any United States federal or state Governmental Authority indicated an intention to conduct the same. To the Knowledge of the Company, no material change is required in the Company’s past three (3) years, directly or indirectly: (i) unlawfully made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, directly or indirectly to or for the benefit of any Government Official, for the purpose of (A) inducing such Government Official to do or omit to do any act in violation of a lawful duty, (B) obtaining or retaining business for or with any person, or (C) otherwise securing any improper advantage; (ii) paid, offered or agreed or promised to make or offer any bribe, kickback, unlawful rebate or other similar unlawful payment of any nature; or (iii) violated any provision of any applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), the U.K. Bribery Act of 2010, or any other applicable laws or regulations relating to bribery or corruption (collectively, “Anti-Corruption Laws”), in each case in any respect material to the Business. (d) There have been no intentionally false or fictitious entries made in the books or records of Seller or any of its Subsidiaries’ processes, properties with respect to the Business, relating to any illegal payment or procedures in connection with any such Lawssecret or unrecorded fund, and neither Seller nor any of its Subsidiaries has established or maintained a secret or unrecorded fund with respect to the Company has not received Business, in each case in any overt notice or communication of any respect material noncompliance with any such Laws that has not been cured as of to the date of this AgreementBusiness. The Company Seller and its Subsidiaries each has obtained maintain policies and is procedures reasonably designed to ensure compliance in compliance all material respects with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactionsapplicable Anti-Corruption Laws.

Compliance with Laws; Permits. The Company (a) Buyer (i) is not in violation of any Law in any material respect with regard to its ownership or operation of its business, (ii) during the past three (3) years has not received any written notice of any alleged violation of, or any written citation for noncompliance with, any Law in any material respects with regard to its ownership or operation of its business, and its Subsidiaries are (iii) is in material compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plansconduct of its business as currently conducted. (b) All material Permits required for Buyer to conduct the Buyer’s business as currently conducted have been obtained by Buyer and are valid and in full force and effect. All fees and charges with respect to such Permits as of the date of the Original Agreement have been paid in full, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, except where the failure to pay such fees and compliance with Health Care Laws, which is governed by Section 3.22), applicable charges would not be material to the Company business of Buyer. (c) Since January 1, 2016, (i) neither Buyer nor any of its Subsidiaries, and, to the knowledge of Buyer, no officer, director, employee, agent, representative or sales intermediary of Buyer or any of its Subsidiaries or by which any propertySubsidiaries, business or asset in each case, acting on behalf of the Company Buyer or any of its Subsidiaries, has violated any applicable anti-corruption Laws, (ii) neither Buyer nor any of its Subsidiaries is bound has been convicted of violating any anti-corruption Laws or affectedhas been subjected to any investigation by a Governmental Authority for violation of any applicable anti-corruption Laws, (iii) neither Buyer 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 anti-corruption Laws and (iv) neither Buyer nor any of its Subsidiaries has received any written notice, request or citation for any actual or potential noncompliance with any of the foregoing, in each case, except for such non-compliance that is not, and as would not reasonably be expected to be, individually or in the aggregate, materially detrimental be material to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company Buyer and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions.

Compliance with Laws; Permits. The Company (a) Since December 31, 2005, the Business has been conducted and its Subsidiaries are continues to be conducted in compliance in all material respects with all federal, state Laws and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Governmental Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company PlansBusiness, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22any Seller (as it relates to the Business), applicable to the Company any Transferred Entity or any of its Subsidiaries the Purchased Assets, and no Seller or any Transferred Entity has received to the Knowledge of Honeywell, any written notice of any material violation or alleged material violation of any such Law or Governmental Order. (b) Without limiting the generality of Section 3.10(a), all exports and “deemed exports” for the Business have been made in all material respects in accordance with U.S. export controls rules (including the Export Administration Regulations and the International Traffic in Arms Regulations), and, to the Knowledge of Honeywell, no investigation has been initiated by which any propertyGovernmental Authority that is currently pending or threatened in connection with any export transaction or relating to any audit, business examination or asset investigation of any export activities of the Company or any of its Subsidiaries is bound or affected, Business except for such non-compliance that is not, and as would not reasonably be expected to beresult, individually or in the aggregate, materially detrimental in material Liability to the Company and Business or would result in any suspension of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation any activities of the TransactionsBusiness that would be material to the Business. No The Business is not subject to any Governmental Order, nor to the Knowledge of Honeywell is any Governmental Order threatened, that would bar it from exporting or otherwise limit its exporting activities as currently conducted, and there is no unresolved investigation or unpaid fine or penalty assessed by any Governmental Authority with respect arising out of or related to the Company export transactions of the Business except as would not result, in the aggregate, in material Liability to the Business or would result in any suspension of its Subsidiaries is pending any activities of the Business that would be material to the Business. (c) Without limiting the generality of Section 3.10(a), no Seller, Transferred Entity or, to the Knowledge of Honeywell, any of their respective directors, officers, agents, representatives or employees (in their capacity as directors, officers, agents, representatives or employees) has, with respect to the CompanyBusiness: (i) used any funds for unlawful contributions, threatenedgifts, norentertainment or other unlawful expenses relating to political activity in respect of the Business; (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 Knowledge auspices of a governmental official or Governmental Authority, in the United States or any other country, which is in any manner illegal under any Law of the Company, has any United States federal or state Governmental Authority indicated any other country having jurisdiction; or (iii) made any payment to any customer or supplier of the Seller or any officer, director, partner, employee or agent of any such customer or supplier for an intention 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, in respect of the Business, except as would not result, in the aggregate, in material Liability to the Business. (d) Sellers and the Transferred Entities have all material Permits that are necessary to the conduct the sameBusiness as presently being conducted. Sellers and the Transferred Entities are in compliance with, and for the past three years have been in compliance with, all such material Permits in all material respects. All such material Permits are in full force and effect. To the Knowledge of Honeywell, the CompanyBusiness is not being conducted in material violation or material default of such Permits, and no material change is required in the Company’s Seller or any of its Subsidiaries’ processes, properties or procedures in connection with Transferred Entity has received any written notification from any Governmental Authority threatening to revoke any such Permit. (e) Notwithstanding the foregoing, the representations and warranties contained in this Section 3.10 do not apply to Taxes, Intellectual Property, Environmental Laws, employee, labor and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company benefit plan matters, which subject matters are covered in their entirety and its Subsidiaries each has obtained exclusively under Sections 3.7, 3.8, 3.11, 3.12 and is in compliance with all permits3.18, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactionsrespectively.

Compliance with Laws; Permits. The Company (a) Buyer (i) is not in violation of any Law in any material respect with regard to its ownership or operation of its business, (ii) during the past three (3) years has not received any written notice of any alleged violation of, or any written citation for noncompliance with, any Law in any material respects with regard to its ownership or operation of its business, and its Subsidiaries are (iii) is in material compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plansconduct of its business as currently conducted. (b) All material Permits required for Buyer to conduct the Buyer’s business as currently conducted have been obtained by Buyer and are valid and in full force and effect. All fees and charges with respect to such Permits as of the date hereof have been paid in full, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, except where the failure to pay such fees and compliance with Health Care Laws, which is governed by Section 3.22), applicable charges would not be material to the Company business of Buyer. (c) Since January 1, 2016, (i) neither Buyer nor any of its Subsidiaries, and, to the knowledge of Buyer, no officer, director, employee, agent, representative or sales intermediary of Buyer or any of its Subsidiaries or by which any propertySubsidiaries, business or asset in each case, acting on behalf of the Company Buyer or any of its Subsidiaries, has violated any applicable anti-corruption Laws, (ii) neither Buyer nor any of its Subsidiaries is bound has been convicted of violating any anti-corruption Laws or affectedhas been subjected to any investigation by a Governmental Authority for violation of any applicable anti-corruption Laws, (iii) neither Buyer 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 anti-corruption Laws and (iv) neither Buyer nor any of its Subsidiaries has received any written notice, request or citation for any actual or potential noncompliance with any of the foregoing, in each case, except for such non-compliance that is not, and as would not reasonably be expected to be, individually or in the aggregate, materially detrimental be material to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company Buyer and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions.

Compliance with Laws; Permits. (a) The Company is, and its Subsidiaries are at all times since January 1, 2008 has been, in compliance with all federalapplicable Laws and Governmental Orders applicable to it or its assets, properties or businesses, including (1) the Real Estate Settlement Procedures Act, Truth in Lending Act, Equal Credit Opportunity Act, Fair Credit Reporting Act, state licensing requirements and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with all other applicable Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable relating to the Company Planssale, which is governed by Section 3.11distribution, compliance with Environmental Lawssourcing, which is governed by Section 3.12origination or referral of loans, and compliance with Health Care Lawscompensation for such services, which is governed by Section 3.22), (2) all applicable Laws relating to the Company or sale and marketing of securities, including variable annuity and life Insurance Contracts, and the administration of related investor accounts, (3) all applicable Laws relating to the sale, marketing, issuance, administration and underwriting of Insurance Contracts issued by it and (4) any of its Subsidiaries or by which any property, business or asset of other Laws regulating the Company or Business, except, in each case, for any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to bethat, individually or in the aggregate, materially detrimental would not reasonably be expected to result in a Material Adverse Effect with respect to the Company and Company. As of the date of this Agreement, there are no Governmental Orders in effect against the Company, Seller or any of its Subsidiariestheir respective Affiliates relating to the transactions contemplated by this Agreement or the other Transaction Agreements. Since January 1, taken 2008, the Company has filed all material reports, statements, documents, registrations, filings or submissions required to be filed with any Governmental Authority, and all such material reports, statements, documents, registrations, filings and submissions were in compliance with all applicable Laws when filed or as amended or supplemented (except, in each case, for any non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a wholeMaterial Adverse Effect with respect to the Company), or prevent, materially delay or materially impair the consummation of the Transactions. No investigation and no material deficiencies that remain unsatisfied have been asserted in writing by any Governmental Authority with respect to such material reports, statements, documents, registrations, filings or submissions. The Company (1) has not received, at any time since January 1, 2008, any notice or communication from any Governmental Authority regarding any actual, alleged or potential material violation of, or material failure on the part of the Company to comply with, any applicable Laws, Governmental Authorizations or Governmental Orders applicable to it or its assets, properties or business (including any Laws regulating the insurance business) and (2) is not a party to, or bound by, any Governmental Order that is material to the Company Business. The Company is in compliance with all applicable Laws relating to, and its policies applicable to, its collection, use of and disclosure of personal or private information of customers or consumers, including the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, the Health Insurance Portability and Accountability Act and state privacy Laws, except, in each case, for any non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect with respect to the Company. (b) Except as would not reasonably be expected to impair the conduct of the Company Business in any material respect, (1) the Company holds all material governmental qualifications, registrations, filings, licenses, permits, approvals or authorizations necessary to conduct the Company Business and to own or use its Subsidiaries assets and properties, as such Company Business, assets and properties are conducted, owned and used on the date of this Agreement (collectively, the “Permits”), and (2) all such Permits are valid and in full force and effect. The Company is not the subject of any pending or, to the Knowledge of Seller, threatened Action seeking, or that would reasonably be expected to lead to, the Companyrevocation, threatenedcancellation, norsuspension, to the Knowledge of the Companylimitation, has any United States federal amendment, termination, modification, restriction, impairment or state Governmental Authority 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 overt notice or communication non-renewal of any material noncompliance with any such Laws Permit. (c) Except for limitations imposed by applicable Law that has not been cured are applicable to insurance companies generally, as of the date of this Agreement. The Agreement there is no Governmental Order between the Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a any Governmental Authority that would be binding on the Company following the Closing that (“Licenses”1) necessary prohibits or restricts the payment of shareholder dividends or other shareholder distributions by the Company, (2) restricts the authority of the Company to conduct its business as presently conducted, except those the absence of which Company Business or would not reasonably be expected to beadversely impact the operations of the Company Business, individually (3) requires the maintenance of any employees or physical location or (4) requires the maintenance of the Company’s surplus. (d) The Company is not a party to any contract with or other undertaking to, or subject to any order by, or the recipient of any supervisory letter or other written communication of any kind from, any Governmental Authority which relates to its reserve adequacy or its claims, marketing, sales, trade or underwriting practices or policies in the aggregaterespect of its business, materially detrimental nor to the Knowledge of Seller, has the Company been notified by any Governmental Authority that such Governmental Authority is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, contract, undertaking, letter or other written communication. (e) No representation or warranty is made in this Section 3.12 with respect to the matters covered in Section 3.10 (Taxes), Section 3.11 (Employee Benefits), Section 3.14 (Intellectual Property), Section 3.16 (Insurance Matters), Section 3.18 (Environmental Matters) and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsSection 3.22 (Investment Company).

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 are, and since January 1, 2023 have been, in compliance in all material respects with all applicable federal, state state, local and local lawsforeign laws (including common law), statutes, codes, ordinances, codes, rules, regulations, directivesjudgments, Orders, injunctions or decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and . Except as would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or preventsince January 1, materially delay or materially impair 2023, neither the consummation Company nor any of its Subsidiaries has received any written notice or, to the Knowledge of the TransactionsCompany, other communication from any Governmental Authority regarding any actual or alleged failure to comply with any Law in any material respect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries hold all Permits of any Governmental Authority necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets, and to carry on and operate their businesses as currently conducted. (c) None of the Company or its Subsidiaries, or to the Knowledge of the Company, any director, officer or employee of the Company or any of its Subsidiaries, in each case, acting on behalf of the Company or any of its Subsidiaries, has in the past three (3) years, directly or indirectly, in material violation of the law, (i) used any funds of the Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity or (ii) violated or is in violation of applicable anti-corruption, anti-bribery, anti-money laundering or campaign finance or political donations Laws, including the Foreign Corrupt Practices Act of 1977 and the United Kingdom Bribery Act of 2010 (collectively, the “Anticorruption Laws”). The Company and its Subsidiaries adhere to a system of commercially reasonable policies, procedures and internal controls designed to promote compliance with applicable Anticorruption Laws, in each case as required by applicable Anticorruption Laws. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2023, the Company and its Subsidiaries have conducted their businesses in compliance with Sanctions. Except as 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 nor any of their respective officers and managers is currently or since January 1, 2023 has been: (i) a Sanctioned Person; (ii) in violation of Sanctions, operating in, organized in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) in violation of any Export-Import Control Laws or U.S. anti-boycott requirements.

Compliance with Laws; Permits. (a) The Company and its Subsidiaries are in compliance with all federal, state Laws of any Governmental Body applicable and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable material to their respective businesses or operations. Neither the Company Plansnor any Subsidiary has received any written notice of or been charged with the violation of such Laws. (b) The Company and its Subsidiaries currently have all material Permits which are required for the operation of their respective businesses as presently conducted. Neither the Company nor any of its Subsidiaries is in material default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a material default or violation) of any term, condition or provision of any material Permit to which it is governed by Section 3.11a party. (c) To the Knowledge of the Company, compliance with Environmental Lawsneither the Company nor any of its Subsidiaries, which is governed by Section 3.12nor any director, and compliance with Health Care Lawsofficer, which is governed by Section 3.22agent or employee of the Company or any of its Subsidiaries, since December 30, 1999, acting on behalf of the Company or any of its Subsidiaries, has made, authorized, offered or promised to make any unlawful payment or transfer of anything of value, directly or indirectly through a third party, to any officer, employee or representative of a foreign government or any department, agency or instrumentality thereof (including any state-owned enterprise), applicable to political party, political campaign or public international organization, in violation of the FCPA (or which would have been in violation of FCPA if it were applicable) or otherwise taken any action which would cause the Company or any of its Subsidiaries to be in violation of the FCPA. (d) To the Knowledge of the Company and its Subsidiaries are in compliance in all material respects with applicable Laws relating to labor and human rights. (e) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries, nor any director, officer, agent or by which employee of the Company or any propertyof its Subsidiaries, business or asset has, since December 30, 1999, acting on behalf of the Company or any of its Subsidiaries is bound violated any applicable Law pertaining to export controls, antiboycott restrictions or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactionstrade sanctions.

Compliance with Laws; Permits. (a) Since January 1, 2003, the Company and its Subsidiaries have been in compliance in all material respects with all Laws applicable to the SPS Business and none of the Company or its Subsidiaries has received any written notice of any failure to comply in any material respect with any such Laws. (b) The Company and its Subsidiaries have obtained all material Permits that are necessary to the conduct of their respective businesses as presently being conducted. All Permits are in compliance full force and effect, except where the failure to be in full force and effect would not reasonably be expected, individually or in the aggregate, to give rise to material Liability or interfere, in any material respect, with all federalthe conduct of the SPS Business. To the knowledge of Honeywell, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset none of the Company or any of its Subsidiaries is bound in violation or affecteddefault (other than immaterial violations or defaults) of any Permits, except for other than any such non-compliance that is not, and violations or defaults which would not reasonably be expected to beexpected, individually or in the aggregate, materially detrimental to give rise to material Liability or interfere, in any material respect, with the conduct of the SPS Business. None of the Company and or its Subsidiaries has received any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by written notification from any Governmental Authority with respect threatening to the Company or revoke any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of Permit other than revocations which would not reasonably be expected to beexpected, individually or in the aggregate, materially detrimental to give rise to material Liability or interfere, in any material respect, with the conduct of the SPS Business. (c) The Company and its SubsidiariesSubsidiaries are and, taken as a wholewithin the last two (2) years have been, or prevent, materially delay or materially impair the consummation in compliance in all material respects with all applicable provisions of the Transactions▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and the rules and regulations related thereto and other applicable privacy laws and regulations including those related to the exchange, disclosure or sharing of customer or personal information or information security.

Compliance with Laws; Permits. (a) The Company Business is being, and for the three years prior to the Agreement Date has been, conducted by Seller and its Subsidiaries are in compliance with the Laws applicable thereto, and Seller and its Subsidiaries are, and for the past three years have been, in compliance in all federalmaterial respects with the Laws applicable to its ownership of the Purchased Assets or the conduct of the Business. In the past three years, state and local lawsneither Seller nor any of its Subsidiaries has received any written or, statutesto the knowledge of Seller, ordinances, codes, rules, regulations, directives, decrees and Orders oral notices of Governmental Authorities (collectively, “Laws”) (excluding compliance a violation with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with respect to any Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset conduct of the Company Business or the ownership of the Purchased Assets. (b) Seller and its Other Sellers collectively have all Permits necessary to conduct the Business as presently conducted except where the failure to have any of its Subsidiaries is bound or affected, except for such non-compliance that is Permits would not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental reasonably be expected to be material to the Company and any of its SubsidiariesBusiness, taken as a whole. In the past three years, or prevent, materially delay or materially impair the consummation neither Seller nor any of the Transactions. No investigation by Other Sellers has received any Governmental Authority with respect to the Company or any of its Subsidiaries is pending written or, to the Knowledge knowledge of the CompanySeller, threatenedoral notice from any Governmental Authority regarding (i) any actual, noralleged or possible violation of any Permit, or any failure to comply in any respect with any term or requirement of any Permit, in each case related to the Knowledge of the CompanyBusiness or (ii) any actual or possible revocation, has any United States federal withdrawal, suspension, cancellation, termination or state Governmental Authority 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 overt notice or communication modification of any material noncompliance with any such Laws that has not been cured Permit related to the Business, in each case other than as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to benot, individually or in the aggregate, materially detrimental be reasonably expected to be material to the Company and its SubsidiariesBusiness, taken as a whole, or prevent, materially delay or materially impair the consummation . Schedule 4.9 of the TransactionsSeller Disclosure Letter sets forth a true and complete list of all material Permits required under applicable Laws or by Contract necessary for the conduct of the Business (other than Permits that are required for Seller or its Subsidiaries to operate and conduct its other businesses in addition to the Business).

Compliance with Laws; Permits. The Company (a) Other than with respect to Laws concerning Taxes (which are addressed in Section 3.8 above), Laws concerning employee benefits (which are addressed in Section 3.9 above), Laws concerning unlawful payments (which are addressed in clause (c) of this Section 3.10 below), Environmental Laws (which are addressed in Section 3.13 below) and its Subsidiaries Laws concerning employees and labor matters (which are addressed in Section 3.14 below), each Seller and Purchased Entity is and, since December 1, 2009, has been in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which each Law that is governed by Section 3.10, compliance with Laws applicable to it in connection with the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to Businesses or the Company ownership or any of its Subsidiaries or by which any property, business or asset use of the Company Purchased Stock, the assets of the Purchased Entities or any of its Subsidiaries is bound or affectedthe Purchased Assets, except for such non-compliance that is not, and where the failure to comply would not reasonably be expected to be, individually or in the aggregate, materially detrimental be material to the Company and any of its Subsidiaries, Businesses taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority . (b) Other than with respect to the Company or any of its Subsidiaries is pending orEnvironmental Permits (which are addressed in Section 3.13 below), to the Knowledge and except as set forth on Schedule 3.10(b), each Seller and Purchased Entity possesses all of the Company, threatened, nor, material Permits necessary for each of them to lawfully conduct and operate the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured Businesses as conducted as of the date of this Agreement. The Company , and its Subsidiaries each has obtained and of them is in material compliance in all respects with all such Permits. (c) The Sellers (with respect to the Businesses) and the Purchased Entities have not, and their respective officers, directors, agents, employees or other Persons acting on their behalf have not, since January 1, 2008, directly or indirectly violated or taken any act in furtherance of violating any provision of the Foreign Corrupt Practices Act of 1977 (as amended), the U.K. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or any other anti-bribery or anti-corruption Laws of any jurisdiction where either Business is conducted (collectively, the “Anti-Corruption Laws”). In addition, without limiting the foregoing, since January 1, 2008, each Seller and Purchased Entity: (x) has maintained its Books and Records in a manner that, in reasonable detail, accurately and fairly reflects the transactions and disposition of their assets; (y) has not established or maintained any fund or asset that has not been recorded in the Books and Records; and (z) has maintained a system of internal accounting controls and procedures sufficient to ensure compliance with all permitsthe Anti-Corruption Laws. (d) Since January 1, licenses2008, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority the Sellers (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental with respect to the Company Businesses) and the Purchased Entities, and their respective officers, directors, agents, employees or other Persons acting on their behalf: (i) have conducted their export transactions in accordance in all material respects with applicable provisions of U.S. export Laws (including the International Traffic in Arms regulations, the Export Administration Regulations, the antiboycott laws and the regulations administered by the Department of Treasury, Office of Foreign Assets Control), and other export Laws of any jurisdiction where either Business is conducted; and (ii) have not received any notices of material noncompliance, complaints or warnings with respect to its Subsidiaries, taken as a whole, compliance with export Laws or prevent, materially delay or materially impair the consummation of the TransactionsOrders.

Compliance with Laws; Permits. The Company and its Subsidiaries (a) There are in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is no Actions pending or, to Seller’s Knowledge, threatened against or by Seller relating to or affecting the Knowledge of Purchased Assets or the CompanyBusiness, threatenedincluding, norwithout limitation, to the Knowledge of the Company, has Amazon Account or any United States federal or state Governmental Authority indicated an intention to conduct the sameother Online Marketplace account. To the Knowledge of the CompanySeller’s Knowledge, no material change is required in the Company’s event has occurred, or any of its Subsidiaries’ processescircumstances exist that may give rise to, properties or procedures in connection with serve as a basis for, any such Laws, and the Company Action. (b) Seller has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained complied and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions Laws applicable to the conduct of the Business as currently conducted and orders issued or granted by a Governmental Authority the ownership and/or use of the Purchased Assets. (“Licenses”c) necessary All Permits required for Seller to conduct its business the Business as presently conductedcurrently conducted or for the ownership and use of the Purchased Assets have been obtained by Seller and are valid and in full force and effect, except those and Schedule ‎5.18(c) sets forth a complete and accurate list of all such Permits, including the absence names of which the Permits and their respective dates of issuance and expiration. All fees and charges with respect to such Permits as of the date hereof have been paid in full. To Seller’s Knowledge, no event has occurred that, with or without notice or lapse of time or both, would not reasonably be expected to be, individually or result in the aggregaterevocation, materially detrimental suspension, lapse or limitation of any Permit. (d) Seller has not received, at any time since January 1, 2018, any notice or other communication (whether oral or written) from any Governmental Authority regarding: (i) any violation of, or failure to comply with, any Law applicable to the Company and its Subsidiaries, taken as a wholeoperation of the Business; or (ii) any actual or alleged obligation on the part of Seller to undertake, or prevent, materially delay to bear all or materially impair the consummation any portion of the Transactionscost of, any remedial action of any material nature with respect to any Purchased Assets. (e) Except as disclosed in Schedule 5.18(e), Seller has complied, and is now complying, with all Laws applicable to the production, marketing, sale and distribution of the Business Products, including, without limitation, all labeling and advertising Laws, registration requirements, and all applicable rules, regulations, and requirements established by any federal, state or local regulatory or Governmental Authority in any jurisdiction in which products are offered for sale, including, without limitation, the Federal Communications Commission, Consumer Product Safety Commission, Federal Trade Commission (“FTC”) and Environmental Protection Agency, Seller has complied, and is now complying, with all Laws applicable manufacture, testing certification, marketing, testing, safety, evaluation, advertising, labeling, and sales of its products, including California Proposition 65. (f) Seller is not now subject (and has not been subject during the previous five years) to any registration requirement, adverse inspection finding, recall, investigation, penalty assessment, audit or other compliance or enforcement action by the U.S. Food & Drug Administration (“FDA”) or any other Governmental Authority having responsibility for the regulation of the Business Products. Seller has not made any false statements or false omissions in its applications or other submissions to the FDA or other Governmental Authorities, and has not made or offered any payments, gratuities, or other things of value that are prohibited by any Legal Requirements to personnel of the FDA or other Governmental Authorities. Seller is in compliance with all regulations and requirements of the FDA and other Governmental Authorities, including but not limited to any applicable labeling requirements, testing requirements and protocols, record keeping, reporting requirements, and monitoring requirements. Seller possesses all Permits necessary to conduct the Business, including all such Permits required by the FDA, the FTC or any other federal, state or foreign Governmental Authorities engaged in the regulation of drugs, pharmaceuticals, medical devices or biohazardous materials. Seller has not received any notice of proceedings relating to the suspension, modification, revocation or cancellation of any such Permits. Seller is not, and has not been subject to, any obligation or requirement arising under any consent decree, consent agreement, inspection report or warning letter issued by or entered into with the FDA, the FTC or any other Governmental Authorities, or other Order from, Contract with, or notice or requirement or commitment made to any other Governmental Authorities with regard to the development, testing, manufacture, registration, approval, marketing, distribution, labeling, advertising, promotion, storage, or transport of any of Business Products. (g) Except as disclosed in Schedule 5.18(g), Seller has not made any false representation or misleading statement in violation of applicable FDA or FTC standards or other applicable Law in regard to any Business Products including the quality or properties of such Business Products, and have not been engaged in any other unfair trade practices, whether in advertising, printed material, web site or otherwise, with respect to the Business Products.

Compliance with Laws; Permits. (a) The Company Subject Companies have conducted their respective businesses in compliance in all material respects with all applicable Laws, and its Subsidiaries are have not received written notice of any material violation or non-compliance thereof. (b) Except as set forth in Section 3.9(b) of the Sellers Disclosure Letter, (i) each of the Subject Companies owns or possesses, and is in compliance with all federalmaterial Permits which are necessary to lawfully enable it to carry on its business and to own, state lease, use or operate its assets and local lawsproperties (each, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, a “LawsCompany Permit”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to free and clear of any Liens (other than Permitted Liens); (ii) all of such Company Permits are valid, binding and in full force and effect; (iii) the Company Subject Companies have not received any written notice or claim from any of its Subsidiaries Governmental Entity or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance other Person that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a wholeasserts, or preventraises the possibility of assertion of, materially delay any noncompliance with any Company Permit and, no condition or materially impair the consummation state of the Transactions. No investigation by facts exists that would provide a basis for any Governmental Authority with respect to the such assertion; and (iv) no loss, revocation, withdrawal, suspension, cancellation, termination of, or modification or expiration of any such Company or any of its Subsidiaries Permits is pending or reasonably foreseeable (other than expiration upon the end of any term). (c) No Subject Company or, to the Knowledge of Sellers, any of the CompanySubject Companies’ directors or employees or any other Person acting on behalf of any such Person has, threatened, nor, with respect to the Knowledge business of the CompanySubject Companies, has any United States federal directly or state Governmental Authority indicated an intention to conduct indirectly, (1) in the same. To the Knowledge case of the Company, no material change is required Subject Companies operating in the Company’s U.S. identified in Section 3.9(c) of the Sellers Disclosure Letter, taken any action that would cause such Subject Companies to be in violation of the U.S. Foreign Corrupt Practices Act of 1977, (2) in the case of the Subject Companies operating in Mexico identified in Section 3.9(c) of the Sellers Disclosure Letter, taken any action that would cause any of such Subject Companies to be in violation of the applicable anti-bribery Laws of Mexico, including any applicable Law of any locality, including any Law promulgated by the Mexican Government to implement the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions, and (3) in the case of Subject Companies operating outside the U.S. and Mexico, taken any action that would cause such Company Companies to be in violation of the applicable anti-bribery Laws of the places where such Subject Companies operate or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental other Law applicable to the Company and its Subsidiaries, taken as a whole, conduct of business with Governmental Entities or prevent, materially delay agents or materially impair the consummation of the Transactionsrepresentatives thereof.

Compliance with Laws; Permits. (a) The Company Business is being and its Subsidiaries has for the past three (3) years been conducted by the Seller Parties in compliance with the Laws applicable thereto, and the Seller Parties are in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to its ownership of the Company PlansPurchased Assets, which is governed by Section 3.11the Purchased Shares and the assets of the Purchased Entities, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable in each case except to the Company or any of its Subsidiaries or by which any property, business or asset of extent that the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is failure to comply therewith would not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental be reasonably expected to be material to the Company and Business. Within the three (3) year period prior to the Agreement Date, no Seller Party has received any written notices of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority violation with respect to the Company or any of its Subsidiaries is pending or, Laws applicable to the Knowledge conduct of the Company, threatened, nor, to Business or the Knowledge ownership of the CompanyPurchased Assets, has the Purchased Shares and any United States federal or state Governmental Authority indicated an intention to conduct the same. To the Knowledge assets of the CompanyPurchased Entities, 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured each case other than as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to benot, individually or in the aggregate, materially detrimental be reasonably expected to be material to the Company Business. Notwithstanding the foregoing or anything else to the contrary hereunder, this Section 4.9(a) shall not apply to Taxes, Tax Returns or Tax items. (b) No Seller Party, with respect to the Business and its Subsidiariesownership and use of the Purchased Assets, taken has conducted or is conducting or has pending any internal investigation in connection with which outside legal counsel has been retained for the purpose of conducting or assisting with such investigation with respect to any actual, potential or alleged violation of any applicable Laws, except as a wholeto which, if any such violation under investigation in fact existed, such violation (or the remedy thereof) would not, individually or in the aggregate, be reasonably expected to be material to the Business. (c) The Seller Parties collectively have all Permits necessary to conduct the Business as presently conducted and are in compliance with all of the terms and requirements of each such Permit and each such Permit is valid, in full force and effect and has not been revoked, reversed, stayed, set aside, annulled or suspended, in each case except as would not, individually or in the aggregate, be reasonably expected to be material to the Business. Within the three (3) year period prior to the Agreement Date, no Seller Party has received any written notice from any Governmental Authority regarding (i) any actual or possible violation of any Permit, or preventany failure to comply in any respect with any term or requirement of any Permit, materially delay in each case related to the Business or materially impair (ii) any actual or possible revocation, withdrawal, suspension, cancellation, non-renewal, termination or modification of any Permit related to the consummation of Business, in each case other than as would not, individually or in the Transactionsaggregate, be reasonably expected to be material to the Business.

Compliance with Laws; Permits. The Company Except as set forth on Schedule 4.19(b), each of LB and its Subsidiaries are LSB has complied in compliance all respects with all applicable laws and regulations of foreign, federal, state and local lawsgovernments and all agencies thereof which affect the business or any owned or leased properties of LB and LSB and to which LB or LSB may be subject (including, statuteswithout limitation, ordinancesthe Occupational Safety and Health Act of 1970, codesthe Home Owners Loan Act, rulesthe Bank Holding Company Act, regulationsthe Federal Deposit Insurance Act, directivesas amended, decrees and Orders the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act of Governmental Authorities (collectively1975, “Laws”) (excluding compliance with Laws regarding the payment of TaxesFair Housing Act, which is governed by Section 3.10the Equal Credit Opportunity Act, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12Community Reinvestment Act, and compliance with Health Care Lawsthe Federal Reserve Act, which is governed by Section 3.22each as amended, and any other state or federal acts (including rules and regulations thereunder) regulating or otherwise affecting employee health and safety or the environment), applicable except where the failure to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is so comply would not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to have a material adverse effect on the Company business, operations or financial condition of LB and any of its SubsidiariesLSB, taken as a whole, or prevent, materially delay LB’s ability to consummate the transactions contemplated hereby; and no claims have been filed by any such governments or materially impair agencies against LB or LSB alleging such a violation of any such law or regulation which have not been resolved to the consummation satisfaction of such governments or agencies. Each of LB and LSB holds all of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certificationscertificates and other authorizations of foreign, approvalsfederal, registrations, consents, authorizations, franchises, variances, exemptions state and orders issued or granted by a Governmental Authority (“Licenses”) necessary to local governmental agencies required for the conduct of its business as presently conductedbusiness, except those the absence of which where failure to obtain such authorizations would not reasonably be expected to benot, individually or in the aggregate, materially detrimental to have a material adverse effect on the Company business, operations or financial condition of LB and its SubsidiariesLSB, taken as a whole, or preventthe ability of LB to consummate the transactions contemplated hereby. Neither LB nor LSB is subject to any cease and desist order, materially delay written agreement or materially impair memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any extraordinary supervisory agreement letter from, or has adopted any board resolutions at the consummation request of the TransactionsBank Regulators, nor have any of LB or LSB 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, directive, written agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter, board resolutions or similar undertaking.

Compliance with Laws; Permits. The Company (a) Except as set forth on Schedule 3.14(a), (i) each of the Companies is conducting its business and its Subsidiaries are is in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and except where the failure to be so in compliance with Health Care Laws, which is governed by Section 3.22), applicable to would not impair the Company or any of its Subsidiaries or by which any property, business or asset ability of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, Companies (taken as a whole) to operate in the Ordinary Course of Business, or preventresult in a Liability to the Companies (taken as a whole) in an amount greater than five percent (5%) of the consolidated assets of the Companies as reflected in the Financial Statements of the Companies as of the Balance Sheet Date and (ii) there is no fact, materially delay circumstance or materially matter that constitutes or may constitute a material violation of any applicable Laws by the Companies, or that gives or may give rise to an obligation on the part of the Companies to undertake, or to bear all or a portion of the costs of any remedial acts of any nature. The Companies have not received any written notice or, to Seller’s Knowledge, oral notice, from a Governmental Authority alleging that any of the Companies is not in material compliance with, or in a potential material violation of, any applicable Law, and there are no pending hearings or, to Seller’s Knowledge, investigations or other actions with respect to any such violation. (b) The Companies have obtained and complied with all Permits, including those required by the Block 7 PSC and the Unitization Resolution, necessary for the lawful ownership of the Participating Interests, the conduct of its business, the activities under the Block 7 PSC and the Unitization Resolution and the use of its properties and assets, as conducted and used as of the Execution Date, except where the failure to obtain and comply with such Permits would not impair the consummation ability of the TransactionsCompanies (taken as a whole) to operate in the Ordinary Course of Business, or result in a Liability to the Companies (taken as a whole) in an amount greater than five percent (5%) of the consolidated assets of the Companies as reflected in the Financial Statements of the Companies as of the Balance Sheet Date. No investigation Each of such Permits is valid and subsisting. The operation of the Companies’ business and the activities under the Block 7 PSC and the Unitization Resolution as currently conducted is not in material violation of, nor are the Companies in material default or violation under, any such Permit. The Companies have not received any written notice or, to Seller’s Knowledge, oral notice, from a Governmental Authority alleging any material violations of such Permits by any of the Companies. To Sellers’ Knowledge, as of the Execution Date no event has occurred that, with or without notice or lapse of time or both, would be expected to result in the revocation, suspension, lapse, or limitation of any such Permit. (c) Neither Seller, the Companies nor any of their directors, officers, employees, agents, consultants and other advisors acting at their direction have (1) violated the U.S. Foreign Corrupt Practices Act of 1977 or any other Applicable Mexican Laws relating to the prevention of bribery and corruption, money laundering, the prevention of terrorism and export/import controls (all such Laws, “Anticorruption Laws”), or (2) received any written notice from any Governmental Authority with respect to any actual, potential or alleged violation of any Anticorruption Law. Seller and the Company or any Companies have maintained policies and procedures designed to ensure compliance by the Companies with such Anticorruption Laws. For purposes of its Subsidiaries is pending orthis Section 3.14(c) the term “Applicable Mexican Laws” includes, to without limitation, the Knowledge Mexican Federal Law for the Prevention and Identification of Operations with Resources of Unlawful Origin (Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita), the CompanyMexican Federal Anti-Corruption Law in Public Procurement (Ley Federal de Anticorrupción en Contrataciones Públicas), threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 LawsMexican Federal Criminal Code (Código Penal Federal), and the Company has not received any overt notice or communication Mexican Federal Law on the Administrative Responsibilities of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority Public Officials (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsLey Federal de Responsabilidades Administrativas de los Servidores Públicos).

Compliance with Laws; Permits. (a) The Company Seller Parties, the Companies and, as applicable, their respective Affiliates are, and its Subsidiaries are have at all times since January 1, 2013 been, and during such period, each of them have conducted the Business, in each case, in compliance in all material respects with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees Laws and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to conduct of the Company or any of its Subsidiaries Business or by which any property, business or asset Seller Parties (in respect of the Business, any Company (or its assets, including Acquired Asset) or Assumed Liability) or the Companies, their respective assets (including the Acquired Assets), or Assumed Liabilities are bound. Since January 1, 2013, none of the Seller Parties or the Companies has (i) received any written, or to the Knowledge of Seller, other notice that any of its Subsidiaries is bound the Seller Parties, the Companies or affected, except for such non-compliance that is not, and would the Business have not reasonably be expected to be, individually or complied in the aggregate, materially detrimental any material respect with any Laws and/or Orders applicable to the Company and any of its Subsidiariesownership, taken as a whole, operation or prevent, materially delay or materially impair the consummation conduct of the Transactions. No Business, the Companies, their respective assets (including the Acquired Assets) or Assumed Liabilities, (ii) been charged or threatened with, and, to the Knowledge of Seller, is not under pending investigation by any Governmental a Government Authority with respect to, any material violation of any Law related to the Company ownership, operation or conduct of the Business, the Companies, their respective assets (including the Acquired Assets) or Assumed Liabilities, (iii) violated any Law relating to anti-bribery or anticorruption or that otherwise prohibits the corrupt payment to any government or public officials, nor (iv) made or provided a voluntary or mandatory disclosure of its Subsidiaries any material false statement or material omission to any Government Entity. The Seller Parties, the Companies and, as applicable, their respective Affiliates validly hold, and have at all times since January 1, 2013 (including after giving effect to the Reorganization) validly held, all Material Permits (including Environmental Permits) necessary or required for the ownership, operation, and/or conduct of the Business, the Companies, their respective assets (including the Acquired Assets) or Assumed Liabilities, including making all material filings and payments of duties and fees required by any Government Authority. None of the Seller Parties, the Companies or, as applicable their respective Affiliates is, and at all times since January 1, 2013 has not been, in violation or default under or is pending currently violating in any material respect any Material Permit. No suspension, cancellation, modification, revocation or nonrenewal of any Material Permit is pending, or, to the Knowledge of the CompanySeller, threatened. The Companies and the Business will have as of the Closing the use and benefit of all such Material Permits. None of the Seller Parties, northe Companies, nor any of their respective Affiliates, nor to the Knowledge of the CompanySeller, any other Person acting on behalf of any of them, is a Person that is, or, to Seller’s Knowledge, is owned or controlled by a Person that is, or has otherwise engaged in any transaction or otherwise dealt directly or indirectly with, a Person with whom Canadian or United States federal or state Governmental Authority indicated an intention to conduct Persons are prohibited from dealing under applicable Law. (b) Each of (i) the same. To the Knowledge book value of assets in Canada of the CompanyCompanies and (ii) the gross revenues from sales in or from Canada generated by the Companies’ assets in Canada are less than C$86 million, no material change is required when calculated in accordance with Part IX of the Company’s or Competition Act and the regulations thereunder. (c) None of the Seller Parties (with respect to the Business) nor any of its Subsidiaries’ processes, properties or procedures in connection with any such Lawsthe Companies is, and since January 1, 2013 none have been, required to be registered, licensed or qualified as (i) an investment adviser, broker, dealer, commodity broker-dealer, introducing broker, futures commission merchant or in any similar capacity within the Company has not received any overt notice or communication meaning of any material noncompliance applicable Law or (ii) subject to any Liability or disability by reason of any failure to be so registered, licensed or qualified, in each case, with any such Laws that has not been cured as respect to the ownership, operation and/or conduct of the date Business, the Companies, their respective assets (including the Acquired Assets) or Assumed Liabilities. None of this Agreement. The Company and its Subsidiaries each the Seller Parties, the Companies nor, as applicable, their respective Affiliates has obtained received notice of, and is not aware of any basis for, any pending Action or Order concerning any failure to obtain any investment adviser, broker, dealer, commodity broker-dealer, introducing broker, futures commission merchant, or similar registration, license or qualification, in compliance each case, with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental respect to the Company and its Subsidiariesownership, taken as a whole, or prevent, materially delay or materially impair the consummation operation and/or conduct of the TransactionsBusiness, the Companies, their respective assets (including the Acquired Assets) or Assumed Liabilities.

Compliance with Laws; Permits. The Company (a) Except as disclosed on Section 6.10(a) of the Disclosure Schedule, to Seller’s Knowledge, Seller’s ownership and its Subsidiaries are operation of the Non-Buyer-Operated Assets is, and at all times has been, in compliance in all material respects with the provisions and requirements of all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities Laws (collectively, “Laws”) (excluding except with respect to compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable or matters related to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by are addressed in Section 3.126.11 and Article V, and compliance with Health Care LawsLaws concerning Taxes, which is governed by are addressed in Section 3.22)6.12) of all Governmental Authorities having jurisdiction with respect to such Assets. To Seller’s Knowledge, applicable to the Company no event has occurred, nor does any circumstance exist (with or any without notice or passage of its Subsidiaries time or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance both) that is not, and (i) would not reasonably be expected to beconstitute or result in a material violation by Seller of, individually or in a failure on the aggregatepart of Seller to comply with, materially detrimental any applicable Law applicable to the Company and any of its Subsidiaries, taken as a wholeNon-Buyer-Operated Assets, or prevent(ii) would reasonably be expected to give rise to any obligation under applicable Law on the part of Seller to undertake or perform, materially delay or materially impair the consummation to bear all or any portion of the Transactions. No investigation by cost of, any Governmental Authority remedial action or measure of any nature with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge Non-Buyer-Operated Assets. Except as disclosed on Section 6.10(a) of the CompanyDisclosure Schedule, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 Seller has not received any overt written notice from any Governmental Authority or communication any other Person regarding any (A) actual, alleged or potential violation of, or failure to comply with, any applicable Law in connection with the operation of the Non-Buyer-Operated Assets, or (B) actual, alleged or potential obligation under applicable law on the part of Seller to undertake or perform, or to bear all or any portion of the cost of, any remedial action or measure of any material noncompliance nature in connection with any such Laws that has not been cured as the operation of the date Non-Buyer-Operated Assets. (b) Section 6.10(b) of this Agreementthe Disclosure Schedule sets forth a true and complete list of each Permit held by Seller (the “Held Permits”) and Permit applications submitted by or on behalf of Seller (the “Pending Permits”), in each case that are primarily used or held for use in connection with the Non-Buyer-Operated Assets. The Company True, complete and its Subsidiaries correct copies of each has obtained and such Permit have been provided to Buyer. Seller is in compliance in all material respects with the terms of such Permits and each Permit is valid and in force. The Held Permits constitute all permitsmaterial Permits necessary to own, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions operate and orders issued or granted by maintain the Non-Buyer-Operated Assets in the manner currently operated. None of Seller nor any of its Affiliates has received any written notice from a Governmental Authority that (“Licenses”i) necessary concerns any default or violation of Seller with respect to conduct its business as presently conductedany Held Permit, except those (ii) claims that the absence application for any Pending Permit is invalid or deficient or (iii) threatens to impose any material restriction or condition upon the approval of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactionsany Pending Permit.

Compliance with Laws; Permits. The Company Except for matters specifically addressed in Section 3.13: (a) Each of the EST Companies is (and its Subsidiaries are since January 1, 2003 has been) in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Planssuch EST Company, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company any of its properties or other assets or any of its Subsidiaries businesses or by operations (including those Laws related to (i) the export of goods and services to any foreign jurisdiction against which any propertythe United States or the United Nations maintains sanctions or export controls, business or asset including applicable regulations of the Company U.S. Department of Commerce and the U.S. Department of State (“Export Control Requirements”) or any (ii) the prohibition of its Subsidiaries is bound or affectedimproper payments), except for such non-compliance that is notwhere the failure to comply has not resulted, and would not reasonably be expected to beresult, in a material Liability or loss of rights. Without limiting the generality of the foregoing, none of the EST Companies is a party to any Contract or bid with, or has conducted business with (directly or, to the knowledge of SPX, indirectly), a Prohibited Person (as defined below). Since January 1, 2003, no EST Company has made or has been ordered to make any payment in respect of any Governmental Damages (as defined below). Since January 1, 2003, none of the EST Companies has received written notice to the effect that a Governmental Authority claimed or alleged that such EST Company was not in compliance in any material respects with any Law applicable to such EST Company, any of its material properties or other assets or any of its businesses or operations (including those Laws related to Export Control Requirements and improper payments). (b) Each of the EST Companies holds all licenses, franchises, registrations, permits, certificates, approvals and authorizations from Governmental Authorities necessary for the conduct of the EST Business, including the manufacture and sale of products (collectively, “Permits”), except where the failure to possess any such Permit, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 Lawsnot resulted, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to beresult, in a material Liability or loss of rights. Each of the EST Companies is (and since January 1, 2003 has been) in compliance with the terms of all Permits, except for any such failure to comply that, individually or in the aggregate, materially detrimental has not had, and would not reasonably be expected to have, a Material Adverse Effect. Since January 1, 2003, none of the EST Companies has received written notice to the Company and its Subsidiarieseffect that a Governmental Authority was considering the amendment, taken as a wholetermination, revocation or prevent, materially delay or materially impair the consummation cancellation of the Transactionsany material Permit.

Compliance with Laws; Permits. The Company (a) Each Transferred Entity is, and its Subsidiaries are has been since January 1, 2019, in compliance in all material respects with all federalstate, state and local provincial, local, municipal, foreign, domestic, national, supranational, international, multinational, federal or other administrative laws, statutes, ordinances, codes, executive orders, principles of common law, treaties, rules, regulations, directivespublished interpretation or other similar requirements enacted, decrees adopted or promulgated by a Governmental Authority that is binding upon such Person as amended or modified from time to time (“Laws”) or Judgments, applicable to the Transferred Entities or the Business. (b) None of the Transferred Entities, nor any director, officer or employee or, to the Knowledge of the Seller, agent or Representative acting on behalf of the Transferred Entities, (i) is a Sanctioned Person, or (ii) have, directly or indirectly, since January 1, 2019, engaged in any material dealings or transactions with any Sanctioned Person or Sanctioned Country, or otherwise violated in any material respect Sanctions. (c) Since January 1, 2019, the Transferred Entities have in all material respects conducted operations in accordance with any applicable customs, import, export control, and Orders anti-boycott Laws (“Trade Control Laws”) of the United States and any other applicable jurisdiction. (d) The Transferred Entities maintain policies and procedures reasonably designed to ensure compliance in all material respects with Sanctions and applicable Trade Control Laws. (e) In the past three (3) years, neither the Transferred Entities nor the Seller has received written notice of any actual or alleged violation of Sanctions or Trade Control Laws by the Transferred Entities. (f) The licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (collectively, “LawsPermits”) (excluding compliance with Laws regarding held by the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to Transferred Entities constitute all Permits necessary for the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset conduct of the Company or any Business in all material respects as currently conducted as of its Subsidiaries is bound or affected, except for such non-compliance that is not, and the date of this Agreement in accordance with applicable Law. Except as would not reasonably be expected to beexpected, individually or in the aggregate, materially detrimental to be material to the Company Business and any of its Subsidiariesthe Transferred Entities, taken as a whole, or prevent, materially delay or materially impair the consummation each of the TransactionsTransferred Entities has fulfilled and performed its obligations under each of its Permits. No investigation written notice of cancellation or default concerning any material Permit of a Transferred Entity has been received by any Governmental Authority with respect to the Company Selling Entities or any of its Subsidiaries is pending orthe Transferred Entities and, to the Knowledge of the CompanySeller, no investigation by any Governmental Authority regarding a potential or actual default under or a violation of any such Permit is currently pending or threatened. (g) Each Transferred Entity, and each of their respective directors, officers and employees acting in such capacity and, to the Knowledge of the Seller, each of their respective other agents and Representatives acting on their behalf, is, and has been since January 1, 2017, in compliance in all material respects with (i) the U.S. Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder (the “FCPA”) and (ii) the provisions of applicable anti-bribery, anti-corruption, anti-money laundering, sanctions Laws and Trade Control Laws of each jurisdiction in which the Business operates or has operated, in the case of clauses (i) and (ii), to the extent applicable to such Transferred Entity and its directors, officers, employees, agents and Representatives in their respective conduct of the Business. The Seller Group has instituted and maintains policies and procedures reasonably designed to ensure compliance in all material respects by the Business with the FCPA and other anti-bribery, anti-corruption, anti-money laundering, sanctions Laws and Trade Control Laws in each jurisdiction in which the Transferred Entities operate. None of the Transferred Entities nor any of their respective direct shareholders, directors, officers, employees, nor, to the Knowledge of the CompanySeller, agents or Representatives acting on their behalf has any been or is designated on the list of Specifically Designated Nationals and Blocked Persons maintained by the United States federal or state Governmental Authority indicated an intention to conduct the sameDepartment of Treasury Office of Foreign Assets Control. To the Knowledge of the CompanySeller, no material change Governmental Authority is required in the Company’s investigating or has since January 1, 2019 conducted, initiated or threatened any investigation of Transferred Entities or any of its Subsidiaries’ processestheir respective directors, properties officers, employees, agents or procedures Representatives, for any alleged material violation of the FCPA or other anti-bribery, anti-corruption, anti-money laundering Laws, sanctions Laws or Trade Control Laws in connection with any such Laws, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental activities relating to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsBusiness.

Compliance with Laws; Permits. The Company (a) Each of RMT Partner and its Subsidiaries are is, and has been since January 1, 2021, in compliance in all respects (i) with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance (ii) with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affectedown internal policies, except for such non-compliance instances of noncompliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental material to the Company and any of its SubsidiariesRMT Partner Business, taken as a whole. Since January 1, 2021, none of RMT Partner or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by its Subsidiaries has received any written notice from any Governmental Authority with respect to the Company or any of its Subsidiaries Entity that it is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conductedany applicable Law, except those the absence of which as would not reasonably be expected to be, individually or in the aggregate, materially detrimental material to the Company and its SubsidiariesRMT Partner Business, taken as a whole. (b) Since January 1, 2021, each of RMT Partner and its Subsidiaries, and the conduct of the RMT Partner Business, has been and is in compliance with all applicable International Trade Laws, except as would not reasonably be expected to be, individually or in the aggregate, material to the RMT Partner Business, taken as a whole. Without limiting any of the foregoing, since January 1, 2021, none of RMT Partner or its Subsidiaries nor any of their respective officers, directors, or preventemployees, materially delay nor, to the Knowledge of RMT Partner, any other Person acting on behalf of RMT Partner and its Subsidiaries has engaged in any business or materially impair dealings, directly or indirectly, involving or relating to (i) any country or territory that is or whose government is a Sanctioned Jurisdiction, or (ii) a Sanctioned Person. (c) None of RMT Partner or its Subsidiaries nor, to the consummation Knowledge of RMT Partner, any of their respective directors, officers, employees, shareholders, or other Persons acting on behalf of RMT Partner or its Subsidiaries is (i) a Sanctioned Person, or (ii) located, organized, or resident in a Sanctioned Jurisdiction. (d) Since January 1, 2021, each of RMT Partner and its Subsidiaries has been and is in compliance with all applicable Anti-Corruption Laws in all material respects. Without limiting the foregoing, since January 1, 2021, none of RMT Partner or its Subsidiaries, nor any of their respective directors, officers, employees, nor, to the Knowledge of RMT Partner, any other Person acting on behalf of RMT Partner or its Subsidiaries, has paid, offered, promised, or authorized the payment of money or anything of value, directly or indirectly, to any Government Official, any political party, or any other Person for the purpose of influencing any act or decision or to secure any improper advantage or to reward any other Person for the improper performance of any activity or function. Likewise, since January 1, 2021, none of RMT Partner or its Subsidiaries, nor any of their respective directors, officers, employees, nor to the Knowledge of RMT Partner, any other Person acting on behalf of RMT Partner and its Subsidiaries has requested, agreed to receive, or accepted the payment of money or any other advantage intending that in consequence a relevant function or activity should be performed improperly, or as a reward for the improper performance of a relevant function or activity. (e) The RMT Partner Business and RMT Partner have instituted and maintain policies and procedures reasonably designed to ensure compliance with applicable Anti-Corruption Laws and anti-money laundering Laws in each jurisdiction in which the RMT Partner Business is operated or RMT Partner or its Subsidiaries operate. (f) Since January 1, 2021, none of RMT Partner or its Subsidiaries nor any of their respective directors, officers, employees, or, to the Knowledge of RMT Partner, any other Person acting on behalf of RMT Partner or its Subsidiaries has received from any Governmental Entity or any other Person any written notice of any violation, alleged violation, or any suspected violation of any Anti-Corruption Law or International Trade Law, or conducted any internal investigation with respect to, or made any voluntary or involuntary disclosure to a Governmental Entity concerning, any actual, suspected, or alleged violation of any Anti-Corruption Law or International Trade Law. (g) Each of RMT Partner and its Subsidiaries has obtained and is in compliance with all Permits necessary to operate the RMT Partner Business. All such Permits are in full force and effect, except in each case as would not reasonably be expected to be, individually or in the aggregate, material to the RMT Partner Business, taken as a whole. There is no suspension, revocation or cancellation of any of the TransactionsPermits issued to RMT Partner and its Subsidiaries pending or, to the Knowledge of RMT Partner, threatened, except where the suspension or cancellation of any of the Permits would not have a RMT Partner Material Adverse Effect. None of RMT Partner or its Subsidiaries has received any written notice from any Governmental Entity regarding a violation of, conflict with, or failure to comply with, any terms or requirement of any Permit, which if ultimately determined to result in a violation of, conflict with, or failure to comply with any such terms or requirement, would reasonably be expected to be, individually or in the aggregate, material to the RMT Partner Business, taken as a whole.

Compliance with Laws; Permits. (a) The Company Subject Companies have conducted their respective businesses in compliance in all material respects with all applicable Laws, and its Subsidiaries are have not received written notice of any material violation or non-compliance thereof. (b) Except as set forth in Section 3.9(b) of the Seller’s Disclosure Letter, (i) each of the Subject Companies owns or possesses, and is in compliance with all federalmaterial Permits which are necessary to lawfully enable it to carry on its business and to own, state lease, use or operate its assets and local lawsproperties (each, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, a “LawsCompany Permit”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to free and clear of any Liens (other than Permitted Liens); (ii) all of such Company Permits are valid, binding and in full force and effect; (iii) the Company Subject Companies have not received any written notice or claim from any of its Subsidiaries Governmental Entity or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance other Person that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a wholeasserts, or preventraises the possibility of assertion of, materially delay any noncompliance with any Company Permit and, no condition or materially impair the consummation state of the Transactions. No investigation by facts exists that would provide a basis for any Governmental Authority with respect to the such assertion; and (iv) no loss, revocation, withdrawal, suspension, cancellation, termination of, or modification or expiration of any such Company or any of its Subsidiaries Permits is pending or reasonably foreseeable (other than expiration upon the end of any term). (c) No Subject Company or, to the Knowledge of Seller, any of the CompanySubject Companies’ directors or employees or any other Person acting on behalf of any such Person has, threatened, nor, with respect to the Knowledge business of the CompanySubject Companies, has any United States federal directly or state Governmental Authority indicated an intention to conduct indirectly, (1) in the same. To the Knowledge case of the Company, no material change is required Subject Companies operating in the CompanyU.S. identified in Section 3.9(c) of the Seller’s Disclosure Letter, taken any action that would cause such Subject Companies to be in violation of the U.S. Foreign Corrupt Practices Act of 1977, and (2) in the case of Subject Companies operating outside the U.S., taken any action that would cause such Company Companies to be in violation of the applicable anti-bribery Laws of the places where such Subject Companies operate or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental other Law applicable to the Company and its Subsidiaries, taken as a whole, conduct of business with Governmental Entities or prevent, materially delay agents or materially impair the consummation of the Transactionsrepresentatives thereof.

Compliance with Laws; Permits. The Company and its Subsidiaries are in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”a) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is Except as would not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental reasonably be expected to be material to the Company and any of its SubsidiariesBusiness or the Acquired Companies, taken as a whole, since December 31, 2016, the Seller and its Affiliates (to the extent Related to the Business) and the Acquired Companies have operated and conducted the Business in accordance with all applicable Laws, Permits and Governmental Orders and neither the Seller or prevent, materially delay or materially impair its Affiliates (to the consummation extent Related to the Business) nor any of the Transactions. No investigation by Acquired Companies is in violation of or default under, or has received any written notice of any violation of or default under, any such Law, Permit or Governmental Order. (b) The Acquired Companies validly own or hold all licenses, permits, authorizations, orders and approvals from, and have made all filings, applications and registrations with, each Governmental Authority with respect to (collectively, the Company or any “Permits”) necessary for the operation of its Subsidiaries the Business as it is pending orconducted as of the date hereof. All Permits are in full force and effect and, to the Knowledge of the CompanySeller, threatenedthere is no threatened suspension, norrevocation or cancellation thereof and no event has occurred that, with or without notice or lapse of time or both, results in the suspension, revocation or cancellation thereof. The Seller and its Affiliates (to the extent Related to the Business) and the Acquired Companies have conducted and continue to conduct their respective businesses (including the Business) pursuant to and in compliance with the terms of all such Permits. (c) None of the Seller or its Affiliates or any of their respective Representatives acting on their behalf (in each case, to the Knowledge of extent Related to the Company, has any United States federal Business) or state Governmental Authority indicated an intention to conduct the same. To the Knowledge of the Company, no material change is required in the Company’s Acquired Companies or any of its Subsidiaries’ processestheir respective Representatives acting on their behalf (i) has made, properties promised, offered, solicited, accepted, or procedures authorized any contributions, payments, gifts, gratuities, entertainment, travel or hospitality expenses, employment opportunities or anything of value (whether or not in connection with tangible form) to any such Person in violation of Anti-Corruption Laws, or (ii) has been or is currently (A) designated on any Sanctions- or export- related list of restricted or blocked persons, including designation on OFAC’s List of Specially Designated Nationals and Blocked Persons or OFAC’s Sectoral Sanctions Identifications List, (B) located in, organized under the Company has not received Laws of, or resident in any overt notice country or communication territory that is itself the subject of comprehensive Sanctions, (C) greater than 50% owned or controlled by any Person or Persons described in clause (A), (D) engaged in any dealings with or for the benefit of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is Person or Persons described in compliance with all permitsclause (A), licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued (B) or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a wholeC), or prevent(E) otherwise in violation of any Sanctions, materially delay Ex-Im Laws, anti-boycott Laws, or materially impair the consummation of the TransactionsAnti-Corruption Laws.

Compliance with Laws; Permits. The Company operation of the MEMCOR® Product Line by the Seller Parties and its Subsidiaries are their respective Affiliates is, and for the past three (3) years has been, in compliance with in all federalmaterial respects with, state and local lawsconducted in all material respects in compliance with, statutes, ordinances, codes, rules, regulations, directives, decrees and all Laws (other than any Antitrust Law) or Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12Seller Parties and their respective Affiliates. Each of the Seller Parties and their respective Affiliates is, and for the past three (3) years has been, in compliance in all material respects with Health Care Laws, which is governed by Section 3.22), all Laws or Orders applicable to the Company or any of its Subsidiaries or by which any property, business or asset MEMCOR® Product Line. Except as set forth on Section 3.09 of the Company Seller Disclosure Schedules, the Seller Parties and their respective Affiliates are not, and have not been for the last three (3) years, in default under or any in material violation of its Subsidiaries is bound or affected, except for such non-compliance that is notwith (or has received a notice or been charged in a written instrument by a Governmental Authority with any such default or material non-compliance or violation), and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any Knowledge of its SubsidiariesSellers, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation are being investigated by any Governmental Authority in connection with respect any violation of, default under or non-compliance with, any Laws or Orders applicable to the Company conduct of the MEMCOR® Product Line, except for instances of non-compliance the existence of which would not have a Material Adverse Effect. The Operating Companies hold all Material Permits necessary to operate the MEMCOR® Product Line. None of the Operating Companies is in default under or in violation of, in any material respect, any Material Permit applicable to the MEMCOR® Product Line. Section 3.09 of the Seller Disclosure Schedules sets forth the Material Permits that have been obtained by the Operating Companies, and such Material Permits are all valid and in full force and effect. Except as set forth on Section 3.09 of the Seller Disclosure Schedules, none of the Operating Companies is in default under or in violation of, in any material respect, any Permit applicable to the MEMCOR® Product Line. Except as set forth on Section 3.09 of the Seller Disclosure Schedules, no Seller Party, nor any of its Subsidiaries is pending ortheir respective Affiliates, has to the Knowledge of the Company, threatened, nor, Sellers received any communication which would reasonably lead any Seller Party to the Knowledge believe that any of the Company, has any United States federal or state Governmental Authority indicated an intention to conduct the same. To the Knowledge of the Company, no material change is required Permits are not currently 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactionsgood standing.

Compliance with Laws; Permits. The (a) Since January 1, 2022, (i) the Company and its Subsidiaries are has conducted the Business in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable relating to the operation and conduct of the Business; and (ii) the Company Planshas not received (x) written notice of any violation, which is governed by Section 3.11, compliance with Environmental alleged violation or potential violation of any such Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such (y) non-compliance written notice of any violation, alleged violation or potential violation of any such Laws that is not, and would not reasonably be expected to bewould, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to bebe material to the Company, or (z) notice of any actual, alleged, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action that would, individually or in the aggregate, materially detrimental reasonably be expected to be material to the Company. (b) No event has occurred, and, to the Company’s Knowledge, no condition exists, that would reasonably be expected to (with or without notice or lapse of time) constitute or result directly or indirectly in (x) a material violation by the Company of, or a failure on the part of the Company to comply with, any Law relating to the operation and conduct of the Business or (y) any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action that would, individually or in the aggregate, reasonably be expected to be material to the Business. (c) The Company is in possession of all Permits necessary for the Company to own, lease and operate its Subsidiaries, taken properties or to conduct the Business consistent with past practice. All applications for or renewals of all such Permits have been timely filed and made and no such Permit will expire or be terminated as a whole, or prevent, materially delay or materially impair result of the consummation of the Transactionstransactions contemplated by the Transaction Documents. All of such Permits are in full force and effect and will remain in full force and effect immediately following the Closing, and the Company possesses such Permits without any conflict with the valid rights of others. There is no Action pending, or to the Company’s Knowledge, threatened, nor has the Company received any notice (written or non-written) from any Governmental Entity, to revoke, cancel, refuse to renew or adversely modify any Permit.

Compliance with Laws; Permits. The Company and its Subsidiaries are (a) Except as set forth in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”Schedule 2.10(a) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and as would not reasonably be expected to be, individually or in the aggregate, materially detrimental be material to the Company WM Business (in respect of the WM Assets and any of its Subsidiariesthe WM Companies), the WM Assets, and the WM Companies, taken as a whole: (i) the WM Business, or preventthe WM Companies and the WM Assets are being operated, materially delay or materially impair and in the consummation past three (3) years have been operated, in compliance with all applicable Laws, Orders and WM Permits; and (ii) none of the Transactions. No investigation by any Governmental Authority with respect to the Company or WM Companies, nor any of its Subsidiaries is pending the ▇▇ ▇▇▇▇▇▇▇ in respect of the WM Assets or the WM Business has received, during the past three (3) years (or earlier if remaining unresolved), any written communication, or, to the Knowledge of the Company▇▇ ▇▇▇▇▇▇▇, threatenedoral communication from a Governmental Authority that alleges any, norand, to the Knowledge of the Company▇▇ ▇▇▇▇▇▇▇, has any United States federal or state Governmental Authority indicated an intention to conduct the same. To the Knowledge of the Company, there is 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted investigation pending by a Governmental Authority with respect to any, violation of any Laws or Orders applicable to the conduct of the WM Business or by which any WM Asset is bound or affected. (“Licenses”b) necessary to conduct its business Except as presently conducted, except those the absence of which set forth on Schedule 2.10(b)(1) or as would not reasonably be expected to be, individually or in the aggregate, materially detrimental be material to the Company WM Business (in respect of the WM Assets and its Subsidiariesthe WM Companies), the WM Assets, and the WM Companies, taken as a whole: (i) each of the WM Companies or the ▇▇ ▇▇▇▇▇▇▇, as applicable, has, and in the past three (3) years has had, all WM Permits (which WM Permits include all WM Permits issued pursuant to, or preventin respect of, materially delay any Environmental Law) necessary to enable it to conduct the WM Business and operate the WM Assets and the assets and properties of the WM Companies as are currently conducted or operated; and (ii) each WM Company and WM Seller, as applicable, is and has been in compliance with the terms and conditions of all WM Permits and all of the WM Permits are currently valid, in good standing and in full force and effect. None of the WM Companies nor any of the ▇▇ ▇▇▇▇▇▇▇, as applicable, has received any written or, to the Knowledge of the ▇▇ ▇▇▇▇▇▇▇, oral notification from any Governmental Authority of its intent to suspend, terminate or materially impair and adversely modify any material WM Permit. Schedule 2.10(b)(2) sets forth a complete list of all WM Permits that are material to the consummation WM Business (in respect of the TransactionsWM Assets and the WM Companies), the WM Assets, and the WM Companies, taken as a whole (including such WM Permits issued pursuant to, or in respect of, any Environmental Law). (c) Each WM Seller (to the extent it relates to the WM Business), each WM Company and the WM Business, and each of their respective directors, officers, and to the Knowledge of the ▇▇ ▇▇▇▇▇▇▇, employees and agents, and any other Person acting on behalf of any of the foregoing, is, and in the last five (5) years has been, in compliance with all applicable Anti-Corruption Laws. (d) None of the ▇▇ ▇▇▇▇▇▇▇ (to the extent it relates to the WM Business), none of the WM Companies, nor the WM Business nor any director or officer of the ▇▇ ▇▇▇▇▇▇▇, the WM Parent or the WM Companies or, to the Knowledge of the ▇▇ ▇▇▇▇▇▇▇, any other Person acting on its behalf has offered, given, authorized, or promised, anything of value, directly or indirectly, to any Person, including to any Public Official, for the purpose of (i) improperly influencing any official act or decision of such Person; (ii) inducing such Person to do or omit to do any act in violation of a lawful duty; or (iii) securing any improper benefit or favor for the WM Companies, or the WM Business or in connection with this Agreement. (e) No officers, directors, majority owners or, to the Knowledge of the ▇▇ ▇▇▇▇▇▇▇, employees, in each case, of any WM Company is a Public Official. (f) None of the ▇▇ ▇▇▇▇▇▇▇ (to the extent it relates to the WM Business), nor any of the WM Companies has made a voluntary, directed, or involuntary written disclosure, or to the Knowledge of the ▇▇ ▇▇▇▇▇▇▇, oral disclosure to any Governmental Authority (including but not limited to the U.S. Department of Justice, U.S. Securities Exchange Commission, or U.K. Securities Fraud Office) with respect to any alleged act or omission arising under or relating to any non-compliance with any Anti-Corruption Law.

Compliance with Laws; Permits. The (a) To the Company’s Knowledge, the Company and its Subsidiaries are in compliance with all applicable laws and regulations of foreign, federal, state and local lawsgovernments and all agencies of such federal, statutesstate and local governments, ordinancesexcept where the failure to comply would not reasonably be expected to have a Material Adverse Effect, codesand no investigation or review by any Governmental Body with respect to the Company or its Subsidiaries is pending or threatened. Neither the Company nor any of its Subsidiaries has received notice of the violation of any such laws and regulations. (b) Section 4.14(b) of the Disclosure Schedule sets forth a true, rulescorrect and complete list of all Permits that are required for the operation of the Company’s and its Subsidiaries’ businesses as currently conducted. All Permits are valid, regulationsbinding and in full force and effect. The Company or any of its Subsidiaries has not received any notice of default or violation of any Permit and, directivesto the Company’s Knowledge, decrees neither the Company nor any of its Subsidiaries is in default or violation, and Orders no event has occurred which, with notice or the lapse of time, or both, would constitute a default or violation, of any term, condition or provision of any such Permit, which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Company and its Subsidiaries have timely filed or furnished all forms, documents and reports required to be filed or furnished by them with any Governmental Authorities Body as of the date of this Agreement, except where the failure to so file or furnish would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (collectivelyd) To the Company’s Knowledge there is no action, nor any allegation made by any Governmental Body of any action, nor has the Company, any of its Subsidiaries, any of their respective officers or managers or any of the Company’s Affiliates taken any action, directly or indirectly, (i) that would constitute a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “LawsFCPA”) (excluding compliance with Laws regarding ), 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 Taxesany money, which or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is governed by Section 3.10defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, compliance in contravention of the FCPA, or (ii) 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 employee, agent or representative of another company or entity in the course of their business dealings with Laws applicable the Company or any of its Subsidiaries, in order to unlawfully induce such person to act against the interest of his or her employer or principal. There are no current, pending, or, to the Company’s Knowledge, threatened charges, proceedings, investigations, audits, or complaints against the Company Plansor any of its Subsidiaries or, which to the Company’s Knowledge, any director, officer, agent, employee or Affiliate of the Company, with respect to the FCPA or any other anti-corruption law. (e) None of the Company, any of its Subsidiaries, any of their respective officers or directors, or any of the Company’s Affiliates (i) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation, (ii) is governed otherwise a party with whom, or has its principal place of business or the majority of its business operations (measured by Section 3.11revenues) located in a country in which, compliance transactions are prohibited by (A) United States Executive Order 13224, Blocking Property and Prohibiting Transactions with Environmental LawsPersons Who Commit, which is governed Threaten to Commit, or Support Terrorism, (B) the United States Uniting and Strengthening America by Section 3.12Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, and compliance (C) the United States Trading with Health Care Lawsthe Enemy Act of 1917, which is governed by Section 3.22)as amended, (D) the United States International Emergency Economic Powers Act of 1977, as amended, (E) the foreign asset control regulations of the United States Department of the Treasury, or (F) any equivalent foreign laws or rules applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as (iii) has been convicted of or charged with a wholefelony relating to money laundering, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, (iv) to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has is under investigation by any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsBody for money laundering.

Compliance with Laws; Permits. The Company and its Subsidiaries are in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”a) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and Except as would not reasonably be expected to behave, individually or in the aggregate, materially detrimental a Material Adverse Effect or would not reasonably be expected to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay prevent or materially impair the consummation of the Transactionstransactions contemplated by this Agreement, the business of the Company has not been, and as of the Effective Date will not be conducted in violation of any applicable United States federal, state or local, non-United States, national, provincial or multinational law, statute or ordinance, common law, or any rule, regulation, directive, treaty provision, or any applicable judgment, agency requirement, license or permit of any Governmental Authority (collectively, “Laws”). No investigation investigation, audit 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, nor, to the Knowledge of the Company, nor has any United States federal or state Governmental Authority indicated an notified the Company of its intention to conduct the same, except for (i) such investigations or reviews that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and/or (ii) any investigation or review related to the Merger. To the Knowledge As of the Companydate hereof, 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 overt notice or communication of any material noncompliance with any such applicable Laws that has not been cured as of the date hereof. (b) To the Knowledge of this Agreement. the Company, the Company has not solicited, received, paid or offered to pay any remuneration, directly or indirectly, overly or covertly, in cash or kind for the purpose of making or receiving any referral that violated an anti-corruption law. (c) The Company and holds, to the extent legally required to operate its Subsidiaries each has obtained and business as such businesses is in compliance with being operated as of the date hereof, all permits, licenses, certificationsclearances, approvalsauthorizations and approvals from federal, registrationsstate, consentslocal and foreign authorities (collectively, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“LicensesPermits”) necessary to conduct its business as presently conducted), except those for any Permits for which the absence failure to obtain or hold would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No suspension or cancellation of any Permits of the Company is pending or, to the Knowledge of the Company, threatened, except for any such suspension or cancellation which would not reasonably be expected to behave, individually or in the aggregate, materially detrimental a Material Adverse Effect. The Company is in compliance with the terms of all Permits, except where the failure to be in such compliance would not reasonably be expected to have, individually or in the Company and its Subsidiariesaggregate, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsMaterial Adverse Effect.

Compliance with Laws; Permits. The (a) Each Acquired Company is, and its Subsidiaries are for the past three (3) years has been, in compliance in all material respects with all federalapplicable Laws (including, state for the avoidance of doubt, Healthcare Laws and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Environmental Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to its respective business or operations. To the Knowledge of the Company, none of the Acquired Companies has received, since the Balance Sheet Date, any written notice of or been charged with the material violation of any Laws. (b) Each Acquired Company Plans, which is governed by Section 3.11, compliance has all material Permits required for its products and the operation and activities of its respective business as presently conducted. Each Acquired Company complies in all material respects with Environmental Laws, which is governed by Section 3.12the terms of all Permits, and compliance with Health Care Lawsno suspension, which is governed by Section 3.22)cancellation, applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually renewal or in the aggregate, materially detrimental to the Company and adverse modification of any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries Permit is pending or, to the Knowledge of the Company, threatenedthreatened in writing, norexcept as would not reasonably be expected to be material to the Acquired Companies taken as a whole. None of the Acquired Companies is in default or violation of any term, condition or provision of any Permit to which it is a party, except for such default or violation that would not have a Material Adverse Effect. (c) None of the Acquired Companies nor any of their respective directors, officers, employees or, to the Knowledge of the Company, agents: (i) has been excluded, suspended, or debarred from participation in any United States federal federal, state or state local governmental health insurance program; has received a written notice proposing or otherwise threatening their exclusion, suspension, or debarment from participation in any such program; or is otherwise ineligible to participate in any such program; (ii) has been convicted of, charged with, or entered into any settlement, corrective action plan, corporate integrity agreement, government-mandated compliance program, or other agreement with any Governmental Authority indicated an intention Body related to conduct any Healthcare Laws or to avoid conviction of, any violation of, or noncompliance with, any Healthcare Laws; (iii) had any material civil monetary penalty assessed against them with respect to any violation of Healthcare Laws; (iv) is subject to any pending or threatened in writing Legal Proceeding or inquiry with respect to any activity that would reasonably be expected to constitute a material violation of, or material noncompliance with, any Healthcare Laws; or (v) has received written notice from any Governmental Body alleging or asserting that any product, operation or activity of the same. To Acquired Companies is in material violation of any Healthcare Laws, and, to the Knowledge of the Company, no material change such notice is required pending or threatened 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured writing. (d) Except as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental be material to the Company and its SubsidiariesAcquired Companies, taken as a whole, or preventas applicable, materially delay or materially impair during the consummation three (3)-year period prior to the date hereof, (i) there have not been any material claims or, to the Knowledge of the TransactionsCompany, allegations made in writing to the Acquired Companies with respect to any products under any theory of tort liability, including strict liability, product liability, defects, errors, failure to warn, negligence, warranty or indemnity, or breach of contract claim for failure to obtain expected return on investment, other than individual requests for customer support or customer complaints in the ordinary course of business; and (ii) none of the Acquired Companies nor their directors, officers, employees or, to the Knowledge of the Company, agents, has made any voluntary self-disclosure to any Governmental Body, and to the Knowledge of the Company, there are no plans to make any such self-disclosures.

Compliance with Laws; Permits. The (a) Each Company and its Subsidiaries are Entity is currently in compliance in all material respects with all federalLaws applicable to it or its business or properties, state and local lawshas been in compliance in all material respects with all Laws applicable to its business or properties during the three-year period prior to the date of this Agreement. There is no Proceeding pending, statutesor to the Knowledge of the Seller, ordinancesthreatened, codeswith respect to any failure to comply with any provision of applicable Law. Neither the Seller nor any Company Entity is in receipt of any written notice with respect to any failure to comply with any provision of applicable Law in any material respect. (b) ‎Section 3.10(b) of the Disclosure Schedule sets forth, rulesas of the date of this Agreement and for the past three years, regulationsa list of, directivesand the Company Entities hold in the name or as a distributor, decrees all material Permits required by the United States Food and Orders Drug Administration (“FDA”), the United States Environmental Protection Agency (“EPA”), the United States Department of Agriculture and any other Governmental Authorities Entity to own, operate and lease the Company Entities’ properties and assets and to conduct the business of the Company Entities as currently conducted (collectively, the “LawsApprovals”) (excluding compliance with Laws regarding the payment of Taxes). Each Approval is valid, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, binding and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affectedin full force and effect, except for such non-compliance that is not, and as would not reasonably be expected to be, individually or in the aggregate, materially detrimental be material to the Company Entities taken as a whole. The Company Entities have been in compliance in all material respects with the terms and conditions of each Approval since such Approval was obtained, and the Company Entities are currently in compliance in all material respects with the terms and conditions of each Approval. (c) None of the Company Entities has had any Product or owned any manufacturing facility subject to a shutdown or import or export prohibition by any Governmental Entity, nor received any FDA Form 483 or other written notice of its Subsidiariesinspectional observations, “warning letters,” or requests or requirements by a Governmental Entity to make changes to the products developed, marketed or sold by one of the Company Entities during the three-year period prior to the date of this Agreement. (d) Except as would not reasonably be expected to be material to the Company Entities taken as a whole, or prevent, materially delay or materially impair the consummation each EPA-regulated Product of the Transactions. No investigation business currently sold, marketed, promoted or distributed by any Governmental Authority with respect to the Company Entities is the subject of a current EPA registration and state registration or any of its Subsidiaries is pending orexempt from the need for an EPA or state registration. (e) No Company Entity nor, to the Knowledge of the CompanySeller, threatenedany of their respective Affiliates or any other Persons acting on their behalf has, in the past six years in connection with the operation of the business of the Company Entities, (i) used any corporate or other funds to offer, pay, promise to pay or authorize the payment of anything of value, including cash, checks, wire transfers, tangible and intangible gifts, favors, services and entertainment and travel expenses, to (A) an executive, official, employee or agent of a Governmental Entity, (B) a director, officer, employee or agent of a wholly or partially government-owned or -controlled company or business, (C) a political party or official thereof, or candidate for political office or (D) an executive, official, employee or agent of a public international organization (e.g., the United Nations, World Bank or International Monetary Fund), in each case in order to obtain or retain business or direct business to the Company Entities or to secure any improper advantage for the Company Entities, (ii) made any expenditures, whether, inter alia, in the form of money, products, services, facilities, discounts or anything of value relating to political activity to government officials, candidates or members of political parties or organizations, except to the extent permitted by applicable Law, (iii) or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the United States Foreign Corrupt Practices Act of 1977, as amended, or any other similar Law or (iv) paid, accepted or received any unlawful contributions, payments, expenditures, gifts or anything of value. (f) The Company Entities and, to the Knowledge of the Seller, their respective directors, managers, officers, employees and agents, have been in compliance in all material respects with Anti-Corruption Laws applicable to the Company Entities. No part of the consideration to be paid in connection with the Transactions shall be used for any purpose that would constitute a violation of any Anti-Corruption Law. (g) Neither the Company Entities, nor, to the Knowledge of the CompanySeller, has any United States federal of their respective directors or state Governmental Authority indicated an intention to conduct the same. To the Knowledge officers or any employee, agent, distributor, reseller or other third-party representative acting on behalf of the CompanyCompany Entities, no material change is required currently, or has been in the Company’s last six years: (i) a Sanctioned Person, (ii) organized, resident or located in a Sanctioned Country, (iii) engaging in any of its Subsidiaries’ processes, properties dealings or procedures in connection transactions with any Sanctioned Person or in any Sanctioned Country, to the extent such activities violate applicable Sanctions Laws or Ex-Im Laws or (iv) otherwise in material violation of applicable Sanctions Laws, Ex-Im Laws or the anti-boycott Laws administered by the U.S. Department of Commerce and the U.S. Department of Treasury Internal Revenue Service. (h) The Company has not received any overt notice or communication of any Entities are in compliance in all material noncompliance with any such Laws that has not respects, and have been cured as of in compliance in all material respects during the three-year period prior to the date of this Agreement, with all Laws governing the export and importation of products into the United States. Further, the Seller has made available to Buyer true and complete copies of all material issued and pending export or import licenses and other authorizations, and all material documentation required by, and necessary to evidence compliance with, all applicable Laws and regulations governing the importation of products into the United States. (i) (i) The Company Entities are in compliance in all material respects, and its Subsidiaries each have been in compliance in all material respects during the three-year period prior to the date of this Agreement, with all Laws applicable to the Seller Business with respect to the advertising, marketing and communication services (“Regulated Product Marketing Services”) they provide for products regulated by the Federal Trade Commission (“FTC”) and under the Federal Trade Commission Act, including all applicable Laws related to unfair and deceptive trade, advertising and marketing; and (ii) no Company Entity has obtained and received or is subject to any administrative or regulatory action, or other similar written or other notice, complaint or inquiry made by the FTC or any comparable Governmental Entity asserting that any element of the Regulated Product Marketing Services is not in compliance with all permitsany applicable Laws, licensesand, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation Knowledge of the TransactionsSeller, no violation is threatened.

Compliance with Laws; Permits. The Company (a) Except as set forth in Schedule 2.17(a)(i), each Engaged Entity has complied, and its Subsidiaries are is now complying, in compliance all material respects, with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company PlansBusiness or the Additional Assets. Schedule 2.17(a)(ii) sets forth all material Permits required to conduct the Business. All such Permits have been obtained by each Engaged Entity and are valid and in full force and effect. All fees and charges with respect to such Permits as of the date hereof have been paid in full. To Seller’s Knowledge, which is governed by Section 3.11no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or material limitation of any such Permit. (b) Each of Seller and its Affiliates (i) has not, in connection with the Business, offered, promised, given or agreed to give and shall not, in connection with the Transactions, offer, promise, give or agree to give to any Person any bribe on behalf of Buyer or otherwise with the object of obtaining a business advantage for Buyer or otherwise, (ii) has not, in connection with the Business, engaged in, and shall not in connection with the Transactions engage in, any activity or practice that would constitute an offence under any applicable anti-bribery and/or anticorruption Laws, and (iii) has policies and procedures to ensure compliance with Environmental any applicable anti-bribery and/or anti-corruption Laws. (c) The Engaged Entities have collected, used and disclosed Personal Information in compliance in all material respects with applicable Privacy Laws, which is governed and all privacy policies, codes and guidelines established by Section 3.12them and all other privacy statements made available by them to their customers, and compliance with Health Care Laws, which is governed by Section 3.22), applicable employees or other individuals or to the Company public from time to time. (d) Except as set forth in Schedule 2.17(d) (the “OFAC Disclosures”): (i) none of Seller or any of its Subsidiaries Affiliates or, to Seller’s Knowledge, any director, officer, agent, employee or affiliate thereof is currently subject to any U.S. sanctions administered by which any property, business or asset the Office of Foreign Assets Control of the Company U.S. Department of the Treasury (“OFAC”) or is being otherwise investigated or targeted by OFAC; and (ii) none of Seller or any of its Subsidiaries is bound Affiliates has, directly or affectedindirectly, except used any funds, or lent, contributed or otherwise made available any funds to any subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person who at the time of such nonfunding was subject to any U.S. sanctions administered by OFAC, or a Person located in, ordinarily resident in, or, if a corporate entity, organized under the laws or regulations of any country or territory, that, at the time of such funding, was subject to any comprehensive U.S. sanctions administered by OFAC. (e) The operations of the Engaged Entities are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (United States), the anti-compliance that is notmoney laundering statutes of all applicable jurisdictions, the rules and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company regulations thereunder and any of its Subsidiariesrelated or similar rules, taken as a wholeregulations or guidelines, issued, administered or prevent, materially delay or materially impair the consummation of the Transactions. No investigation enforced by any Governmental Authority (collectively, the “Anti-Money Laundering Laws”); and no Action involving Seller or any of its Affiliates with respect to the Company or any of its Subsidiaries Anti-Money Laundering Laws is pending or, to the Knowledge of the CompanySeller’s Knowledge, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions.

Compliance with Laws; Permits. (a) Except as set forth on Section 4.11(a) of the Company Disclosure Schedules or as otherwise expressly addressed in this Article IV, the Company and its Subsidiaries are, and for the past three (3) years have been, in compliance in all material respects with, and not in material violation of, all applicable Laws. Within the past three (3) years, neither the Company nor its Subsidiaries has received any notice of or notice alleging any violation of any applicable Law. To the Company’s Knowledge, neither the Company nor its Subsidiaries are or for the last three (3) years have been under investigation or subject to any claim, suspension, audit or record-keeping inquiry by any Governmental Entity with respect to any alleged material violation of any applicable Law. (b) Except as set forth on Section 4.11(b) of the Company Disclosure Schedules, there is no and there have not been for the past three (3) years, pending, or, to the Company’s Knowledge, threatened, Suit against, or, to the Company’s Knowledge, investigation of, the Company or its Subsidiaries, nor is there any Order imposed (or, to the Company’s Knowledge, threatened to be imposed) upon the Company or its Subsidiaries by or before any Governmental Entity, or pending voluntary disclosure to any Governmental Entity, in each case, in connection with an alleged violation of any Law of any applicable jurisdiction relating to the export of goods, services, Software or technology or relating to dealings with Sanctioned Persons (“Export Control and Sanctions Laws”). The Company and its Subsidiaries are in compliance with with, and for the past five (5) years have maintained compliance with, all federalapplicable Export Control and Sanctions Laws in all material respects. (c) During the past five (5) years, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to neither the Company Plansnor its Subsidiaries nor any of their respective Affiliates or Representatives, which is governed by Section 3.11has, compliance with Environmental Lawsdirectly or indirectly, which is governed by Section 3.12made, and compliance with Health Care Lawsgiven or incurred or agreed to make, which is governed by Section 3.22)give or incur any contribution, applicable payment, gift or entertainment or other expense or similar benefit to any customer, vendor, supplier, governmental employee, (i) that subjected or would reasonably be expected to subject the Company or any of its Subsidiaries to any damage or by which penalty in any property, business material Suit or asset investigation before any Governmental Entity; (ii) that subjected or would reasonably be expected to subject the Company or its Subsidiaries to any adverse consequences with any Governmental Entity or regarding the ability of the Company or any of its Subsidiaries to continue doing business as it is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation currently conducted by any Governmental Authority with respect to the Company or its Subsidiaries; or (iii) that in case of a payment made directly or indirectly to an official or employee of any Governmental Entity, constitutes an illegal bribe or kickback (or if made to an official or employee of its Subsidiaries a foreign government, is pending unlawful under the Foreign Corrupt Practices Act of 1977, as amended) or, in the case of a payment made directly or indirectly to a Person other than an official or employee of a government or Governmental Entity, constitutes an illegal bribe, illegal kickback or other illegal payment under any applicable Law of the United States or under the applicable Law of any other Governmental Entity. (d) None of the Company, any Subsidiary of the Company, nor to the Knowledge of the CompanyCompany any director, threatened, nor, to the Knowledge officer or management level executives of the Companyforegoing (excluding any and all retail employees), (i) has been or is designated on any United States federal or state Governmental Authority indicated an intention to conduct List, (ii) has participated in any transaction involving the same. To the Knowledge of the Company, no material change is required in the Company’s Listed Persons or any country that is subject to U.S. sanctions administered by OFAC, (iii) is located, organized or resident in, or directly or indirectly 50% or more owned by, or otherwise controlled by or acting for (A) any Listed Person or (B) any Restricted Country, (iv) has directly or indirectly provided any financing to or for the benefit of its Subsidiaries’ processesany Blocked Person or has directly or indirectly conducted any transaction or engaged in any dealings with or for the benefit of any Blocked Person, properties (v) has imported, exported (including deemed exportation) or procedures re-exported, directly or indirectly, any goods, technology or services from China or the Schengen Area of Europe or in connection violation of any applicable Customs and International Trade Laws or Laws with respect to export control or economic sanctions, or (vi) has participated in any export, re-export or transaction connected with any such Lawspurpose prohibited by Law with respect to export control and economic sanctions, including support for international terrorism and the Company has not received any overt notice nuclear, chemical or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactionsbiological weapons proliferation.

Compliance with Laws; Permits. The Company (a) Since December 31, 2019, Seller and its Subsidiaries are have not been in compliance with all federalviolation of and, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plansknowledge of Seller, which is governed by Section 3.11have not been under investigation with respect to and have not been threatened in writing to be charged with or give notice of any violation of, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable any Applicable Law relating to the Company or any of its Subsidiaries or by which any property, business or asset conduct of the Company or any of its Subsidiaries is bound or affectedBusiness, except for such non-compliance that is in each case of the foregoing as would not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental reasonably be expected to be material to the Company and any of its SubsidiariesBusiness, taken as a whole. (d) Since December 31, or prevent2019, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company Seller and its Subsidiaries each has obtained and is in compliance with have held all permits, licenses, certificationsregistrations, regulatory clearances, approvals, registrations, consents, authorizations, franchises, variances, exemptions certifications and orders issued or other similar items granted by or issued pursuant to the authority of a Governmental Authority and necessary for the operation of the Business (collectively, “LicensesPermits”) necessary to conduct its business as presently conducted), except those for those, the absence of which would not reasonably be expected to bewhich, individually or in the aggregate, materially detrimental would not reasonably be expected to have a Material Adverse Effect. As of the date of this Agreement, there are no actions or proceedings pending or, to the Company and knowledge of Seller, threatened in writing, which would reasonably be expected to result in the revocation or termination of any such Permit, except for any such revocation or termination as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole. (e) No Representative of Seller or any of its Subsidiaries is or, since December 31, 2019, has been party to: (i) the use of any Purchased Asset or any other assets of Seller or any of its Subsidiaries for improper or unlawful contributions, gifts, entertainment or other improper or unlawful expenses relating to political activity or to the making of any direct or indirect improper or unlawful payment to government officials or employees, or private officers or employees, from such assets; (ii) the establishment or maintenance of any improper, unlawful or unrecorded fund of monies or other assets; (iii) the making of any false or fictitious entries on the books or records of Seller or any of its Subsidiaries; (iv) the making of any improper, unlawful or undisclosed payment; or (v) the making or authorization of any payment, contribution, or gift of money, property or services involving the direct or indirect use of any funds of Seller or any of its Subsidiaries (including entertainment or other expenses), in each case in contravention of Applicable Law, (A) as a “kickback” or bribe to any Person, or (B) to any political organization or the holder of (or Person who seeks) any elective or appointive public office related to political activity or otherwise related to political activity. (f) Since December 31, 2019, no Business Employee, Representatives of Seller or any of its Subsidiaries or any other Person acting on behalf of the Business, in each case in their capacity as such, is or has been engaged in any activity or conduct that has resulted or would reasonably be expected to result in a violation of any Anti-Corruption Laws or any Applicable Law relating to economic or trade sanctions, including the laws or regulations implemented by the Office of Foreign Assets Control of the United States Department of the Treasury and any similar laws or regulations in other jurisdictions. (g) Since December 31, 2019, except as set forth in Section 3.12(e) of the Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole, (i) to the knowledge of Seller there are no allegations of sexual harassment made against any officer or preventdirector of Seller or its Subsidiaries, materially delay or materially impair against any Representative thereof, and (ii) neither Seller nor any of its Subsidiaries has entered into any settlement agreement related to allegations of sexual harassment or sexual misconduct by a Representative of Seller or any of its Subsidiaries. (h) Since December 31, 2019, except as would not, individually or in the consummation aggregate, reasonably be expected to be material to the Business, taken as a whole, neither Seller nor any of its Subsidiaries has: (i) been under any administrative, civil or criminal investigation, audit, indictment or information request by any Governmental Authority; (ii) been the Transactionssubject of any audit or investigation by Seller, in each case, with respect to any alleged act or omission arising under or relating to any contract or subcontract with any Governmental Authority; or (iii) been debarred or suspended from doing business with any Governmental Authority nor received written notice that any such suspension or debarment action has been proposed; or (iv) been convicted of a crime for which the maximum potential sentence which could have been imposed exceeded imprisonment for one (1) year.

Compliance with Laws; Permits. The Company (a) Except as set forth on Schedule 3.19(a), and its Subsidiaries are in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable except for matters relating to the Company Plans, which is governed by Section 3.11, compliance with Environmental LawsLaws (the compliance with such Environmental Laws being solely the subject of Section 3.24 hereof) and matters relating to the Real Property and improvements thereon (the compliance with Legal Requirements relating to the Real Property and improvements thereon being solely the subject of Section 3.12 hereof): (i) Seller or NSA, which is governed by Section 3.12as the case may be, has and at Closing NSA shall have in effect all Permits or licenses (other than such Permits or licenses the failure to have in effect could not give rise to Liabilities in excess of $25,000 in the aggregate) necessary to operate and carry on the Business as presently conducted and to own and operate the Assets and there are no defects in any of such Permits or licenses and as of the Closing Date none of such Permits or licenses shall have been allowed to lapse or terminate; (ii) the Business has been and continues to be conducted in accordance in all material respects with all Governmental Orders, and compliance with Health Care Lawsto the Knowledge of Seller, which is governed by Section 3.22)Metalsco, Skyliner and NSA, all Legal Requirements, applicable to the Company Business or the Assets; and (iii) neither Seller nor any of its Subsidiaries Affiliates has received (A) written notification or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by communication from any Governmental Authority with respect to the Company Body (x) asserting that any or any all of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 them are not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with any Legal Requirement which such (b) Except as set forth on Schedule 3.19(b), all permitsPermits held or used by Seller and its Affiliates in connection with, licensesor required for, certificationsthe Business, approvalsare either (i) held by NSA or Metalsco or (ii) transferable to the Purchaser, registrationsan Affiliate of the Purchaser, consentsor NSA and on the Closing Date will be duly and validly transferred to the Purchaser, authorizationsan Affiliate of the Purchaser, franchisesor NSA, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to case may be, individually or and in full force and effect upon the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsClosing.

Compliance with Laws; Permits. The Company (a) To Seller’s Knowledge, since January 1, 2013, the Seller has conducted the Business and its Subsidiaries are operated, occupied and used the Purchased Assets in compliance in all material respects with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, it and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any propertyPurchased Assets. Since January 1, business or asset 2013, to the date hereof, except as set forth in Section 4.12 of the Company Seller Disclosure Schedules, no Claim or assertion has been made by any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental Governmental Authority to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair effect that the consummation operations of the TransactionsBusiness or the ownership, occupancy, operation or use of any Purchased Asset fails to comply with any applicable Law. No To Seller's Knowledge, as of the date hereof, no investigation by any Governmental Authority with respect to a violation of any Law relating to the Company operation of the Business or the ownership, occupancy, operation or use of any of its Subsidiaries the Purchased Assets (other than Environmental Permits) is pending or has been asserted or threatened. (b) Except as set forth in Section 4.12 of the Seller Disclosure Schedules, the Seller has properly obtained and continues to hold all Permits necessary for the ownership or operation of the Business, as currently operated by Seller, in accordance with applicable Law. All such Permits are identified in Section 4.12 of the Seller Disclosure Schedules. To Seller’s Knowledge, the Seller is in compliance with each of such Permits, and each such Permit is valid and in full force and effect, and Seller has not received any notice to the contrary. No Action is pending or, to Seller’s Knowledge, threatened which could result in the Knowledge revocation or termination of any such Permits. Notwithstanding anything to the contrary in this Agreement, other than with respect to Real Property (which is the subject of Section 4.09), Intellectual Property (which is the subject of Section 4.10) and Environmental Laws (which are the subject of Section 4.13), this Section 4.12 constitutes the sole representation and warranty of Seller with respect to compliance with Laws and Permits relating to the operation of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsBusiness.

Compliance with Laws; Permits. The (a) Each of the Company and its Subsidiaries are currently is, and for the past three (3) years has been, in compliance in all material respects with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to it and its property, business or assets. None of the Company PlansCompany, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries nor to the Knowledge of the Company, any of its or by which their directors, managers or executive officers, has received and is not aware of during the past three (3) years, any propertywritten notice, business order, complaint or asset of other communication from any Governmental Authority that the Company or any of its Subsidiaries is bound or affectednot in compliance in any material respect with any Law applicable to it. (b) In the past five (5) years, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to neither the Company and any of nor its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, any other Person authorized to act on behalf of the Company or any of its Subsidiaries, has taken any United States federal act that would cause it to be in material violation of Anti- Corruption Laws. Each of the Company and its Subsidiaries has for the past five (5) years complied with all Anti-Corruption Laws. In the past five (5) years, neither the Company nor its Subsidiaries has received any notice or state communication from any Person that alleges a potential violation of any Anti-Corruption Laws, nor received a request for information from any Governmental Authority indicated an intention regarding Anti-Corruption Laws. Each of the Company and its Subsidiaries has established internal controls and procedures reasonably designed to conduct ensure compliance with Anti-Corruption Laws. (c) Neither the same. To Company, any of its Subsidiaries, any of its or their directors, or officers, nor, to the Knowledge of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processestheir employees, properties representatives or procedures in connection with any such Laws, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. agents is a Sanctions Target. (d) The Company and its Subsidiaries each has obtained Subsidiaries: (i) are, and is for the past three (3) years have been, in material compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions.International Trade Laws;

Compliance with Laws; Permits. (a) The Company has complied, and its Subsidiaries are is in compliance material compliance, with all federalLaws applicable to it or its business, state properties, or assets. (b) All permits, licenses, franchises, approvals, registrations, certificates, variances, and local lawssimilar rights obtained, statutesor required to be obtained, ordinances, codes, rules, regulations, directives, decrees and Orders of from Governmental Authorities (collectively, “LawsPermits”) (excluding compliance with Laws regarding in order for the payment Company to conduct its business, including, without limitation, owning or operating any of Taxesthe Real Property, which is governed by have been obtained and are valid and in full force and effect. Section 3.10, compliance with Laws applicable 4.14(b) of the Disclosure Schedules lists all current Permits issued to the Company Plans, which is governed by Section 3.11, and no event has occurred that would reasonably be expected to result in the revocation or lapse of any such Permit. (c) The operations of the Company and its affiliates are and have been conducted at all times in compliance with Environmental applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act, applicable money laundering statutes of all jurisdictions and the applicable rules, related rules and regulations thereunder (collectively, the “Money Laundering Laws, which is governed by Section 3.12”), and compliance with Health Care Lawsno Action by or before any Governmental Authority involving any Seller, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries affiliates with respect to the Money Laundering Laws is pending, or by which to the knowledge of each of the Sellers, threatened against the Company or any propertyof its affiliates. (d) None of the Sellers, business the Company, any of its affiliates or asset any director, officer or, to the knowledge of the Sellers, employee or agent of the Company or any of its Subsidiaries is bound affiliates has: (i) used any funds for unlawful contributions, gifts, entertainment, or affectedother unlawful payments relating to an act by any Governmental Authority; (ii) made any unlawful payment to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, except for such nonas amended; or (iii) made any other unlawful payment under any applicable Law relating to anti-compliance that is notcorruption, and would not reasonably be expected to bebribery, individually or in the aggregate, materially detrimental to similar matters. Neither the Company and nor any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by affiliates has disclosed to any Governmental Authority with respect that it violated or may have violated any Law relating to the Company anti-corruption, bribery, or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority indicated an intention to conduct the samesimilar matters. To the Knowledge knowledge of the CompanySellers, no material change Governmental Authority is required in investigating, examining, or reviewing the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection compliance with any such Laws, and the Company has not received any overt notice or communication applicable provisions of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permitsLaw relating to anti-corruption, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a wholebribery, or prevent, materially delay or materially impair the consummation of the Transactionssimilar matters.

Compliance with Laws; Permits. The Company and its Subsidiaries are in compliance with all federal(a) Except as set forth on Schedule 3.15, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 written notice and the Company otherwise has no knowledge that any overt notice of the Acquired Companies, Affiliated Property Owners or communication the Properties is in material violation of any applicable federal, state, local or foreign judgment, order, decree, or any material noncompliance with statute, law, ordinance, rule, regulation, code and any such Laws that has not been cured as judicial or administrative interpretation thereof, or any other government or rule of law ("Law") or order of any Governmental Authority applicable to any of the date Acquired Companies, the Affiliated Property Owners or the Properties. To the Company's Knowledge, the Acquired Companies and the Affiliated Property Owners have obtained all material licenses, permits and other authorizations and have taken all actions required by applicable Law in order to conduct their business as now or as previously conducted and, to the Company's Knowledge, there is no pending threat of modification or cancellation of the same. (b) To the Company's Knowledge, all material agreements, easements or other rights necessary to permit the lawful use and operation of the buildings and improvements on any Property (other than parcels ground leased to third parties, as to which the Company makes no representation or warranty pursuant to this Agreement. The Company Section 3.15(b) or to permit the lawful use and its Subsidiaries each has operation of all driveways, roads and other means of egress and ingress to and from any Property have been obtained and is are in compliance full force and effect. Except as set forth on Schedule 3.15, all material work to be completed, payments to be made and financial undertakings required to be taken by any of the Acquired Companies or Affiliated Property Owners prior to the date hereof and the Closing pursuant to any contract entered into with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority in connection with a site approval, zoning reclassification or other similar action relating to a Property (“Licenses”other than parcels ground leased to third parties, as to which the Company makes no representation or warranty pursuant to this Section 3.15(b) necessary have been paid or undertaken. (c) To the Company's Knowledge, none of the Acquired Companies or Affiliated Property Owners, nor any of their respective directors, officers, agents or employees has used any corporate or other funds for unlawful contributions, payments, gifts or entertainment or made any unlawful expenditures relating to conduct its business as presently conductedany political activity to government officials or others. To the Company's Knowledge, except those none of the absence Acquired Companies or Affiliated Property Owners nor any of which would not reasonably be expected to betheir respective directors, individually officers, agents or in the aggregateemployees have accepted or received any unlawful contributions, materially detrimental payments, gifts or expenditures. No Acquired Company or Affiliated Property Owner has been charged with or committed, or to the Company and its SubsidiariesCompany's Knowledge, taken as a wholebeen under investigation with respect to, or prevent, materially delay or materially impair the consummation any violation of the TransactionsForeign Corrupt Practices Act.

Compliance with Laws; Permits. The Company and its Subsidiaries are in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”a) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and Except as would not reasonably be expected to behave, individually or in the aggregate, materially detrimental a Material Adverse Effect or would not reasonably be expected to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay prevent or materially impair the consummation of the Transactionstransactions contemplated by this Agreement, the business of ATL has not been, and as of the Effective Date will not be conducted in violation of any applicable United States federal, state or local, non-United States, national, provincial or multinational law, statute or ordinance, common law, or any rule, regulation, directive, treaty provision, or any applicable judgment, agency requirement, license or permit of any Governmental Authority (collectively, “Laws”). No investigation investigation, audit or review by any Governmental Authority with respect to the Company or any of its Subsidiaries ATL is pending or, to the Knowledge of the CompanyATL, threatened, nor, to the Knowledge of the Company, nor has any United States federal or state Governmental Authority indicated an notified ATL of its intention to conduct the same, except for (i) such investigations or reviews that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and/or (ii) any investigation or review related to the Merger. To the Knowledge As of the Companydate hereof, 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 ATL has not received any overt notice or communication of any material noncompliance with any such applicable Laws that has not been cured as of the date hereof. b) ATL has not solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or kind for the purpose of this Agreement. The Company and making or receiving any referral that violated an anti-corruption law. c) ATL holds, to the extent legally required to operate its Subsidiaries each has obtained and business as such businesses is in compliance with being operated as of the date hereof, all permits, licenses, certificationsclearances, approvalsauthorizations and approvals from federal, registrationsstate, consentslocal and foreign authorities (collectively, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“LicensesPermits”) necessary to conduct its business as presently conducted), except those for any Permits for which the absence failure to obtain or hold would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No suspension or cancellation of any Permits of ATL is pending or, to the Knowledge of ATL, threatened, except for any such suspension or cancellation which would not reasonably be expected to behave, individually or in the aggregate, materially detrimental a Material Adverse Effect. ATL is in compliance with the terms of all Permits, except where the failure to be in such compliance would not reasonably be expected to have, individually or in the Company and its Subsidiariesaggregate, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsMaterial Adverse Effect.

Compliance with Laws; Permits. (a) The Company Subject Companies have conducted their respective businesses in compliance in all material respects with all applicable Laws, and its Subsidiaries are have not received written notice of any material violation or non-compliance thereof. (b) Except as set forth in Section 3.9(b) of the Sellers Disclosure Letter, (i) each of the Subject Companies owns or possesses, and is in compliance with all federalmaterial Permits which are necessary to lawfully enable it to carry on its business and to own, state lease, use or operate its assets and local lawsproperties (each, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, a “LawsCompany Permit”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to free and clear of any Liens (other than Permitted Liens); (ii) all of such Company Permits are valid, binding and in full force and effect; (iii) the Company Subject Companies have not received any written notice or claim from any of its Subsidiaries Governmental Entity or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance other Person that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a wholeasserts, or preventraises the possibility of assertion of, materially delay any noncompliance with any Company Permit and, no condition or materially impair the consummation state of the Transactions. No investigation by facts exists that would provide a basis for any Governmental Authority with respect to the such assertion; and (iv) no loss, revocation, withdrawal, suspension, cancellation, termination of, or modification or expiration of any such Company or any of its Subsidiaries Permits is pending or reasonably foreseeable (other than expiration upon the end of any term). (c) No Subject Company or, to the Knowledge of Sellers, any of the CompanySubject Companies' directors or employees or any other Person acting on behalf of any such Person has, threatened, nor, with respect to the Knowledge business of the CompanySubject Companies, has any United States federal directly or state Governmental Authority indicated an intention to conduct indirectly, (1) in the same. To the Knowledge case of the Company, no material change is required Subject Companies operating in the Company’s U.S. identified in Section 3.9(c) of the Sellers Disclosure Letter, taken any action that would cause such Subject Companies to be in violation of the U.S. Foreign Corrupt Practices Act of 1977, (2) in the case of the Subject Companies operating in Mexico identified in Section 3.9(c) of the Sellers Disclosure Letter, taken any action that would cause any of such Subject Companies to be in violation of the applicable anti-bribery Laws of Mexico, including any applicable Law of any locality, including any Law promulgated by the Mexican Government to implement the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions, and (3) in the case of Subject Companies operating outside the U.S. and Mexico, taken any action that would cause such Company Companies to be in violation of the applicable anti-bribery Laws of the places where such Subject Companies operate or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental other Law applicable to the Company and its Subsidiaries, taken as a whole, conduct of business with Governmental Entities or prevent, materially delay agents or materially impair the consummation of the Transactionsrepresentatives thereof.

Compliance with Laws; Permits. The Company (a) Except as disclosed on Schedule 4.13, the Sellers and its the Foreign Subsidiaries are conducting the Business and Purchased Assets in compliance, in all material respects, with all applicable Laws, notices, approvals and Orders. Except as disclosed on Schedule 4.13, to the Knowledge of the Sellers, (i) each Seller and Foreign Subsidiary is not in material breach of any Law, notice, approval or order applicable to it or the Business, and (ii) there are no facts or circumstances which could form the basis for any such material breach. Each Seller and Foreign Subsidiary is not under investigation with respect to the violation of any Laws and to the Knowledge of the Sellers, there are no facts or circumstances which could form the basis for any such violation. None of the Sellers or Foreign Subsidiaries has received any written notice or other communication that alleges that the Business is not in compliance in any material respect with all federalany Law, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws Order or Permit applicable to the Company PlansBusiness or the Purchased Assets or (B) any written notice or communication regarding any deficiencies in any material respect in the compliance practices, procedures, methodologies or methods of the Business or its employees or internal compliance controls, including any complaint, allegation, assertion or claim that the Business or its employees has engaged in illegal practices. (b) The Sellers and Foreign Subsidiaries (and all of their employees who are legally required to be licensed by a Government Entity in order to perform his or her duties with respect to his or her employment with such Seller or Foreign Subsidiary) have all material Permits which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12are required for the lawful operation of the Business as presently conducted and the ownership and operation of the Purchased Assets, and compliance with Health Care Lawseach such Permit is valid, which is governed by Section 3.22)binding and in full force and effect, applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, in each case except for such non-compliance that is not, and as would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken have a Material Adverse Effect. Except as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending orset forth on Schedule 4.13(b), to the Knowledge of the CompanySellers, threatened, nor, to the Knowledge none of the CompanySellers is or has been in material default or violation (and no event has occurred which, has with notice or the lapse of time or both, would constitute a default or violation) of any United States federal term, condition or state Governmental Authority indicated an intention provision of any Permit to conduct the samewhich it is a party. To the Knowledge Schedule 4.13(b) sets forth a list of all material Permits 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsSellers.

Compliance with Laws; Permits. The Company and its Subsidiaries are in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”a) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or Neither Astoria nor any of its Subsidiaries or by which any propertyis in, business or asset and none of the Company Astoria or any of its Subsidiaries is bound in receipt of any written notice of any, violation of any law, statute, rule, regulation, judgment, order, decree, permit, concession, franchise or affectedother governmental authorization or approval applicable to it or to any of its properties, and Astoria and its Subsidiaries have complied in all material respects with all laws, statutes, rules, regulations, judgments, orders, decrees, permits, concessions, franchises, and other governmental authorizations or approvals applicable to it or its properties, except for any such violations or non-compliance that is which would not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental be material to the Company Astoria and its Subsidiaries, taken as a whole. (b) All of the licenses, permits and other governmental authorizations necessary to conduct the business of Astoria and its Subsidiaries as presently conducted (collectively, the “Astoria Permits”) have been duly obtained, are held by Astoria or its Subsidiaries and are in full force and effect, except in each case where such a failure would not reasonably be expected to have a Material Adverse Effect. No event has occurred or other fact exists with respect to the Permits that allows, or preventafter notice or lapse of time or both would allow, materially delay revocation or materially impair the consummation termination of any of the TransactionsPermits or would result in any other impairment of the rights of the holder of any of the Permits that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. (c) This Section 3.9 does not relate to tax matters, employee benefits matters or environmental matters, which are provided for in Sections 3.7, 3.11 and 3.17, respectively.

Compliance with Laws; Permits. (a) The Company has complied, and its Subsidiaries are is in compliance material compliance, with all federalLaws applicable to it or its business, state properties, or assets. (b) All permits, licenses, franchises, approvals, registrations, certificates, variances, and local lawssimilar rights obtained, statutesor required to be obtained, ordinances, codes, rules, regulations, directives, decrees and Orders of from Governmental Authorities (collectively, “LawsPermits”) (excluding compliance with Laws regarding in order for the payment Company to conduct its business, including, without limitation, owning or operating any of Taxesthe Real Property, which is governed by have been obtained and are valid and in full force and effect. Section 3.10, compliance with Laws applicable 4.14(b) of the Disclosure Schedules lists all current Permits issued to the Company Plans, which is governed by Section 3.11, and no event has occurred that would reasonably be expected to result in the revocation or lapse of any such Permit. (c) The operations of the Company and its affiliates are and have been conducted at all times in compliance with Environmental Lawsapplicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, which is governed by Section 3.12as amended, and compliance with Health Care Laws, which is governed by Section 3.22)the USA Patriot Act, applicable to money laundering statutes of all jurisdictions and the Company or applicable rules, related rules and regulations thereunder (d) None of the Sellers, the Company, any of its Subsidiaries affiliates or by which any propertydirector, business officer or, to the knowledge of the Sellers, employee or asset agent of the Company or any of its Subsidiaries is bound affiliates has: (i) used any funds for unlawful contributions, gifts, entertainment, or affectedother unlawful payments relating to an act by any Governmental Authority; (ii) made any unlawful payment to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, except for such nonas amended; or (iii) made any other unlawful payment under any applicable Law relating to anti-compliance that is notcorruption, and would not reasonably be expected to bebribery, individually or in the aggregate, materially detrimental to similar matters. Neither the Company and nor any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by affiliates has disclosed to any Governmental Authority with respect that it violated or may have violated any Law relating to the Company anti-corruption, bribery, or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority indicated an intention to conduct the samesimilar matters. To the Knowledge knowledge of the CompanySellers, no material change Governmental Authority is required in investigating, examining, or reviewing the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection compliance with any such Laws, and the Company has not received any overt notice or communication applicable provisions of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permitsLaw relating to anti-corruption, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a wholebribery, or prevent, materially delay or materially impair the consummation of the Transactionssimilar matters.

Compliance with Laws; Permits. The Company and its Subsidiaries are in (a) Except with respect to (i) compliance with all federalLaw concerning employee matters (as to which certain representations and warranties are made pursuant to Sections 3.12 and 3.13), state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”ii) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental LawsLaws (as to which certain representations and warranties are made pursuant to Section 3.11), (iii) compliance with anti-corruption, Export Control Laws and Import Laws (as to which is governed by certain representations and warranties are made pursuant to Section 3.123.08(c)-(e), and (iv) compliance with Health Care Laws, Law concerning Taxes (as to which is governed by certain representations and warranties are made pursuant to Section 3.223.14), no IPG Entity is, nor in the preceding two (2) years has been, in conflict with, default under or violation of, or to the Sellers’ knowledge is being, or in the preceding two (2) years has been, investigated for, or is, or in the preceding two (2) years has been, to the Sellers’ knowledge charged by any Governmental Authority with a violation of, any Law applicable to the Company or any of its Subsidiaries such IPG Entity or by which any property, business property or asset of the Company or any of its Subsidiaries such IPG Entity is bound or affected, except for such non-compliance that is notconflicts, defaults, violations, investigations or charges that, individually or in the aggregate, have not resulted and would not reasonably be expected to beresult in material Liability to the IPG Entities, taken as a whole, or otherwise materially interfere with the conduct of the Business in substantially the manner currently conducted. No investigation or review by any Governmental Authority with respect to any IPG Entity is pending or, to Sellers’ knowledge, threatened, nor, in the preceding two (2) years, has any Governmental Authority indicated an intention to conduct any such investigation or review, except for such investigations or reviews, the outcomes of which if determined adversely to the IPG Entities, individually or in the aggregate, materially detrimental have not resulted and would not reasonably be expected to result in material Liability to the Company and any of its SubsidiariesIPG Entities, taken as a whole, or prevent, otherwise materially delay or materially impair interfere with the consummation conduct of the Transactions. No investigation by Business in substantially the manner currently conducted. (b) The IPG Entities possess all governmental permits, approvals, orders, authorizations, consents, licenses, certificates, franchises, exemptions of, or filings or registrations with, or issued by, any Governmental Authority with respect to necessary for the Company or any of its Subsidiaries is pending or, to the Knowledge operation of the Company, threatened, nor, to Business as currently conducted (the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“LicensesPermits”) necessary to conduct its business as presently conducted), except those when the absence of which failure to possess such Permit would not reasonably be expected to beexpected, individually or in the aggregate, materially detrimental to result in material Liability to the Company and its SubsidiariesIPG Entities, taken as a whole, or prevent, otherwise materially delay or materially impair interfere with the consummation conduct of the TransactionsBusiness in substantially the manner currently conducted. All Permits are, and in the preceding two (2) years have been, in full force and effect, and there are no Actions pending or, to the Sellers’ knowledge, threatened by any Governmental Authority that seek the revocation, cancellation, suspension or adverse modification thereof, except as would not reasonably be expected, individually or in the aggregate, to result in material Liability to the IPG Entities, taken as a whole, or otherwise materially interfere with the conduct of the Business in substantially the manner currently conducted. None of the IPG Entities are in default, and, to the knowledge of the Sellers, no condition exists that with notice or lapse of time or both would constitute a default, under the Permits, except as would not reasonably be expected, individually or in the aggregate, to result in material Liability to the IPG Entities, taken as a whole, or otherwise materially interfere with the conduct of the Business in substantially the manner currently conducted. (c) No IPG Entity or any director, officer, employee or, to the knowledge of the Sellers, any agent or other Person acting for or on behalf of an IPG Entity is or, in the last five (5) years, has been in violation of, or has conducted or initiated any internal investigation, or disclosed to a Governmental Authority any matter, with respect to, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act of 2010, as amended, or any other applicable anti-bribery or anti-corruption laws, or except, in each case, as would not reasonably be expected, individually or in the aggregate, to result in material Liability to the IPG Entities, taken as a whole, or otherwise materially interfere with the conduct of the Business in substantially the manner currently conducted. No officer or director or, to the knowledge of the Sellers, any employee, agent or other Person acting for or on behalf of any IPG Entity is a non-U.S. Government Official. (d) No IPG Entity is, or in the preceding five (5) years has been, (i) in violation of any U.S. Export Control Laws or Import Laws and (ii) neither Parent nor any of the IPG Entities have received any notice alleging any violation by any of the IPG Entities of any U.S. Export Control Laws or U.S. Import Laws, except in the case of clauses (i) and (ii) as would not reasonably be expected, individually or in the aggregate, to result in material Liability to the IPG Entities, taken as a whole, or otherwise materially interfere with the conduct of the Business in substantially the manner currently conducted. To the knowledge of the Sellers, no IPG Entity is, or in the preceding five (5) years has been (i) in violation of any other Export Control Laws in any manner that would reasonably be expected, individually or in the aggregate, to result in material Liability to the IPG Entities, taken as a whole, or otherwise materially interfere with the conduct of the Business in substantially the manner currently conducted and (ii) neither Parent nor any of the IPG Entities have received any notice alleging any violation by any of the IPG Entities of any Export Control Law or Import Law that would reasonably be expected, individually or in the aggregate, to result in material Liability to the IPG Entities, taken as a whole, or otherwise materially interfere with the conduct of the Business in substantially the manner currently conducted. (e) As of the date of this Agreement, no IPG Entity nor any director or officer, or to the knowledge of the Sellers, any employee, agent or other Person acting for or on behalf of any IPG Entity, is importing or, in the last three (3) years, has imported any products or materials for which final liquidation has not yet occurred which are subject to or otherwise covered by an antidumping duty order or countervailing duty order that remains in effect or is subject to or otherwise covered by any pending antidumping or countervailing duty investigation.

Compliance with Laws; Permits. The Company (a) Each Seller has conducted and its Subsidiaries are is conducting the Purchased Businesses and has owned and operated the Purchased Assets in all material respects in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by including, without limitation, the Finance Laws. Except as set forth in Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset 3.6(a) of the Company or any of its Subsidiaries is bound or affectedBusiness Schedules, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is there are no material proceedings pending or, to the Knowledge of the CompanySellers, threatenedthreatened alleging any material violation of any such applicable Laws. Except as set forth in Section 3.6(a) of the Business Schedules and except for any violations previously rectified, norno CFC Party has received since January 1, 2000, any written notice of violation of any Law from any Governmental Authority relating to any of the Purchased Assets, the Purchased Business or the ownership or operation thereof the consequence of which violation (including, without limitation, any cure to be undertaken in connection therewith or penalty incurred as a result thereof) would adversely affect the operation and conduct of any of the Purchased Businesses or any of the Purchased Assets in any material respect. Except as set forth in Section 3.6 of the Business Schedules, no Seller is subject to any judgment, writ, decree, injunction or order of any federal, state or local court (domestic or foreign) or Governmental Authority relating to the acquisition, collection, administration or enforcement of any Loan or Assigned Receivable or the foreclosure, acquisition or disposition of any Purchased Assets subject thereto or, in each case, any transactions or activities indicated thereto. (b) The CFC Parties have in effect all material authorizations, permits, licenses, certificates of authority, consents, orders and approvals of, and have made all material filings, applications and registrations with, Governmental Authorities that are necessary in order for the CFC Parties to own and operate the Purchased Assets and to conduct the Purchased Businesses in all material respects as presently conducted, and such authorizations, permits, licenses, certificates of authority, consents, orders and approvals (each of which is set forth on Section 3.6(b) of the Business Schedules opposite the name of the CFC Party which is the holder thereof) are in full force and effect and the CFC Parties are in compliance therewith in all material respects. Except as set forth in Section 3.6(b) of the Business Schedules, there are no material proceedings pending or, to the Knowledge of the CompanySellers, has any United States federal threatened seeking to terminate or state Governmental Authority indicated an intention suspend or 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 adversely modify any such Lawsauthorization, and the Company has not received any overt notice permit, license, certificate of authority, consent, order or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactionsapproval.

Compliance with Laws; Permits. (a) The Data Room includes a list of all Permits required under Law for the operation and conduct of the Business as operated and conducted on the date hereof. Since January 1, 2023, (i) the Company and its Subsidiaries are each Company Subsidiary has conducted the Business in compliance in all material respects with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable relating to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, operation and compliance with Health Care Laws, which is governed by Section 3.22), applicable conduct of the Business and any of its properties or facilities or otherwise that apply to the Company or any of its Subsidiaries or by which any property, business or asset of the Company Subsidiaries; and (ii) neither the Company nor any Company Subsidiary has received (x) written notice of any violation, alleged violation or potential violation of any of its Subsidiaries is bound or affectedsuch Laws, except for such (y) to the Company’s Knowledge, non-compliance written notice of any violation, alleged violation or potential violation of any such Laws that is not, and would not reasonably be expected to bewould, individually or in the aggregate, materially detrimental reasonably be expected to be material to the Business, or (z) any actual or alleged obligation on the part of the Company or any Company Subsidiary to undertake, or to bear all or any portion of the cost of, any remedial action that would, individually or in the aggregate, reasonably be expected to be material to the Business. (b) To the Company’s Knowledge, since January 1, 2023 no event has occurred, and no condition exists, that would reasonably be expected to (with or without notice or lapse of time) constitute or result directly or indirectly in (x) a material violation by the Company or any Company Subsidiary of, or a failure on the part of the Company or any Company Subsidiary to comply with, any Law relating to the operation and conduct of the Business or any of its properties or facilities in any material respect or (y) any obligation on the part of the Company or any Company Subsidiary to undertake, or to bear all or any portion of the cost of, any remedial action that would, individually or in the aggregate, reasonably be expected to be material to the Business. (c) None of the Company, the Company Subsidiaries or any director or officer, nor to the Company’s Knowledge, any employee, agent or other Person acting on behalf of the Company or any Company Subsidiary (in their capacity as director, officer, agent, or employee, as applicable), has at any time since January 1, 2023: (i) used any corporate funds of the Company or any Company Subsidiary for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity in respect of the Business, or failed to disclose any such contribution in violation of applicable Laws; (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, which is in any manner illegal under any Law of the United States or any other country having jurisdiction; (iii) made any unlawful payment or given any other unlawful consideration to any customer, agent, distributor or supplier of the Company or any Company Subsidiary or any director, officer, agent, or employee of such customer or supplier or (iv) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977 or U.K. Bribery Act 2010, each as amended. (d) The Company and each Company Subsidiary are in possession of all Permits necessary for the Company and any each Company Subsidiary to own, lease and operate their respective properties in all material respects or to conduct the Business consistent with past practice. All applications for or renewals of its Subsidiaries, taken all such Permits have been timely filed and made and no such Permit will expire or be terminated as a whole, or prevent, materially delay or materially impair result of the consummation of the Transactionstransactions contemplated by the Transaction Documents. No investigation by any Governmental Authority with respect to All of such Permits are in full force and effect and will remain in full force and effect immediately following the Closing, and the Company and each Company Subsidiary are in compliance in all material respects with the foregoing without any material conflict with the valid rights of others. There is no Action pending, or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nornor has the Company or any Company Subsidiary received any written or, to the Knowledge of the Company, has any United States federal or state Governmental Authority indicated an intention to conduct the same. To the Knowledge of the Company, no material change is required in the Company’s Knowledge, oral notice from any Governmental Entity, to revoke, cancel, refuse to renew or adversely modify any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsPermit.

Compliance with Laws; Permits. The Company (a) Seller and its Subsidiaries are Affiliates, including without limitation each of the Joint Venture Entities and the Subsidiary are, and have been since January 1, 2005, operating in compliance in all material respects with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Applicable Laws, which is governed by Section 3.12, including all licensing and compliance with Health Care Laws, which is governed by Section 3.22)escheat laws, applicable to the Company Purchased Assets or their conduct of the Business. To the Knowledge of Seller, neither Seller nor any of its Subsidiaries Affiliates, including without limitation each of the Joint Venture Entities and the Subsidiary, is under investigation with respect to the violation of any Applicable Law with respect to the Business or the Purchased Assets and there are no facts or circumstances which could form the basis for any such violation. Seller has not received any notification from any agency or department of Federal, state or local government, (i) asserting a material violation of any Applicable Law, (ii) threatening to revoke any material Permit or (iii) limiting its operations in any material respect. (b) Seller and its Affiliates, including without limitation each of the Joint Venture Entities and the Subsidiary currently have, and have had since January 1, 2005, all material Permits which are required for the operation of the Business as presently conducted. Neither Seller nor any of its Affiliates, including without limitation each of the Joint Venture Entities and the Subsidiary, is in default or violation in any material respect, and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation, in any material respect of any term, condition or provision of any Permit to which it is a party, to which the Business is subject or by which any property, business or asset of the Company Purchased Assets are bound and, to the Knowledge of Seller, there are no facts or circumstances which could form the basis for any of its Subsidiaries is bound such default or affectedviolation. (c) Except for normal examinations conducted by any court, except for such non-compliance that is not, and would not reasonably be expected to be, individually administrative agency or commission or other Governmental Body in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation regular course of the Transactions. No investigation by Business or as set forth in Section 5.16(c) of the Disclosure Memorandum, no Governmental Body has initiated any Governmental Authority with respect to material proceeding within the Company or any of its Subsidiaries is pending past three years or, to the Knowledge of Seller, threatened a material investigation into the CompanyBusiness that is ongoing or pending. Except as set forth in Section 5.16(c) of the Disclosure Memorandum, threatenedthere is no material unresolved violation by any Governmental Body with respect to any report or statement relating to any examinations of the Business. (d) Since January 1, nor2007, Seller, each of the Joint Venture Entities, the Subsidiary, and FHHL have timely filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that each was required to file since January 1, 2005 with any Governmental Body related to the Knowledge Business (the “Reports”), and have timely paid all fees and assessments due and payable in connection therewith, except where the failure to make such payments and filings would not be material. There is no material unresolved violation or exception asserted by any such Governmental Body with respect to any of the CompanyReports. As of their respective dates, has any United States federal or state Governmental Authority indicated an intention to conduct the same. To the Knowledge of the Company, no Reports complied in all 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance respects with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions requirements of Applicable Law. Seller has made available to Purchaser true and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence complete copies of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental all Reports to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactionsextent permitted by Applicable Law.

Compliance with Laws; Permits. (i) The Company is, and its Subsidiaries are since inception, has been, in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Laws or Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to its business, properties, assets and/or operations; (ii) the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable has not received any written (or to the Company or any of its Subsidiaries or by which any property, business or asset Knowledge of the Company, oral) notice of, or been charged by, a Governmental Authority asserting or alleging any violation of any applicable Law or Order; (iii) the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to benor has it ever been, individually or in the aggregate, materially detrimental to the Company and subject of any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatenedthreatened investigation or action of, noror by, any Governmental Authority with respect to any actual or alleged violation of or non-compliance with any Law or Order; (iv) no event has occurred or circumstance exists that (with or without notice or lapse of time, or both) (A) would constitute or result in a violation by the Company of, or a failure on the part of the Company to comply in any material respect with, any Law or Order or (B) would give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature and (v) since inception, the Company has not entered into or been subject to any Order with respect to any aspect of the business, affairs, properties or assets of the Company or received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim from any Governmental Authority or other regulatory agency with respect to any aspect of the business, affairs, properties or assets of the Company. (b) None of the shareholders, partners, members, managers, officers or directors of the Company since inception, has been (i) subject to voluntary or involuntary petition under the federal bankruptcy Laws or any state insolvency Law or the appointment of a receiver, fiscal agent or similar officer by a court for his or her business or property; (ii) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) subject to any Order (not subsequently reversed, suspended or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him or her from, or otherwise imposing limits or conditions on his or her, engaging in any securities, investment advisory, banking, insurance or other type of business or acting as an officer or director of a public company; or (iv) found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated any federal or state commodities, securities or unfair trade practices law, which such judgment, finding or other Order has not been subsequently reversed, suspended, or vacated. (c) Schedule 3.15(c)(i) sets forth each Permit (and applications therefor) obtained by the Company which is required (or otherwise necessary) for the conduct and operation of the business of the Company as presently conducted in the ordinary course of business consistent with past practice and as currently contemplated to be conducted together with the name of the Governmental Authority issuing such Permit. Except as set forth on Schedule 3.15(c)(ii), the Company has obtained all Permits that are required for the operation of its business as presently conducted in the ordinary course of business consistent with past practice and as currently contemplated to be conducted. No suspension, cancellation or termination of any Permits required by any Governmental Authority to permit the business to be conducted as presently conducted in the ordinary course of business consistent with past practice and as currently contemplated to be conducted is threatened or imminent that would reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Each Permit held by the Company that is required (or otherwise necessary) for the conduct of the operation of the business is valid, binding and in full force and effect. All such Permits are valid and in full force and effect, and the Company is not in material default or violation (and, to the Knowledge of the Company, no event has occurred which, with notice or the lapse of time or both, would constitute a material default or violation) of any United States federal term, condition or state Governmental Authority indicated an intention provision of any material Permit to conduct which it is a party. (d) Since inception, neither the same. To Company nor any of its Representatives has offered or given, and to the Knowledge of the Company, no material change is required in Person has offered or given on their behalf with respect to the business or operations of the Company’s , anything of value to: (i) any official, member, employer or customer of a Governmental Authority, any political party or official thereof, or any candidate for political office; (ii) any customer or member of its Subsidiaries’ processesany government; or (iii) any other Person, properties in any such case while knowing or procedures having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any customer, member of such government or candidate for political office, in connection each case, with the intent of obtaining any improper advantage, affecting or influencing any act or decision of any such Person, assisting the Company in obtaining or retaining business for, or with, or directing business to, any Person, or constituting a bribe, kickback or illegal or improper payment to assist the Company in obtaining or retaining business, or taken any other action in violation of, where applicable, the anti-bribery provisions of the FCPA, the U.K. B▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or other Laws by other countries implementing the Organisation for Economic Co-operation and Development Convention on Combating Bribery of Foreign Officials or other applicable anti-corruption, anti-bribery, recordkeeping and internal controls Laws. The Company has not been subjected to any investigation by a Governmental Authority for violation of any applicable Anti-Corruption Laws. The Company has not conducted or initiated any internal investigation or 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 such Laws, and the Anti-Corruption Law. The Company has not received any overt notice notice, request or communication of citation for any material actual or potential noncompliance with any such Laws that Anti-Corruption Law. The Company has not implemented policies, procedures and controls reasonably designed to ensure compliance with applicable Anti-Corruption Laws. (e) Since inception, the Company has not been cured as the subject of or otherwise involved in investigations, litigation, voluntary or directed disclosures to, or enforcement actions by any Governmental Authority or other legal proceedings with respect to any actual or alleged violations of Sanctions, or Export Controls, or has been given written notice that it is the subject of any investigation, inquiry or enforcement proceedings by any Governmental Authority regarding any offense under Sanctions or Export Controls in relation to the business of the date Company, and no such investigation, inquiry or actions have been threatened in writing or are pending. Neither the Company nor, any director, officer, or, to the Knowledge of this Agreementthe Company, senior Personnel of the Company is a Sanctioned Person. The Since inception, the Company and each of its Subsidiaries each directors (or equivalent), officers (or equivalent), and senior Personnel has obtained acted at all times in compliance with, and is currently in compliance with with, all permitsapplicable Sanctions and Export Controls in all material respects. Since inception, licenses, certifications, approvalsthe Company has secured and maintained all necessary Permits, registrations, consents, agreements or other authorizations, franchises, variances, exemptions including amendments thereof pursuant to Export Controls or Sanctions and orders issued or granted by a Governmental Authority (“Licenses”) necessary maintained in place and implemented controls and systems that are reasonably intended to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to ensure compliance with applicable Sanctions and Export Controls. Neither the Company and its Subsidiariesnor any director, taken as a wholeofficer, or prevent, materially delay or materially impair the consummation senior Personnel of the TransactionsCompany is a Sanctioned Person or is subject to debarment or any list-based designations under the Export Controls.

Compliance with Laws; Permits. The Since December 31, 2004, the businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in compliance with all violation of any federal, state and state, local lawsor foreign law, statutesstatute, ordinancesordinance, codesrule, rulesregulation, regulationsjudgment, directivesorder, decrees and Orders injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Authorities Entity (collectively, “Laws”) (excluding compliance with Laws regarding in any material respect in the payment aggregate; and, prior to December 31, 2004, the businesses of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset each of the Company or any of and its Subsidiaries is bound or affectedhad not been conducted in violation of any Laws, except for such non-compliance violations that is are not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental reasonably likely to the have a Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsMaterial Adverse Effect. No investigation or review by any Governmental Authority Entity with respect to the Company or any of its Subsidiaries is pending orSubsidiaries, to the Knowledge knowledge of the Company, is pending or threatened, nor, to the Knowledge of the Company, nor has any United States federal or state Governmental Authority Entity indicated an intention to conduct the same. To the Knowledge knowledge of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection order to bring them into material compliance with any such Laws, and the Company has not received any overt written notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Each of this Agreement. The the Company and its Subsidiaries each has obtained and is in compliance with all permits, material licenses, certifications, approvals, registrations, consents, authorizationspermits, franchises, variances, exemptions exemptions, orders and orders issued other governmental authorizations, consents, approvals and clearances, and has submitted notices to, all Governmental Entities, including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”), the Public Health Service Act of 1944, as amended (the “PHSA”), and the regulations of the United States Food and Drug Administration (the “FDA”) promulgated thereunder, and any other Governmental Entity that is concerned with the quality, identity, strength, purity, safety, efficacy or granted manufacturing of the pharmaceutical compounds or products tested or sold by the Company or its Subsidiaries (any such Governmental Entity, a Governmental Authority (“LicensesPharmaceutical Regulatory Agency”) necessary for the Company or any such Subsidiary to conduct own, lease and operate its properties or other assets and to carry on its respective business as presently conducted(the “Company Permits”), except and all such Company Permits are valid, and in full force and effect. The Company and each of its Subsidiaries is in compliance in all material respects with all statutes, rules and regulations (including, but not limited, to those pertaining to Good Manufacturing Practice, Good Laboratory Practice and Good Clinical Practice) of the absence FDA and any applicable foreign equivalent with respect to manufacturing, clinical research and development, marketing and sale of all of their products. There are no pending or, to the knowledge of the Company, threatened actions or proceedings by the FDA or any applicable foreign equivalent which would not reasonably be expected to be, individually prohibit or in materially impede the aggregate, materially detrimental to sale of any product currently manufactured and/or sold by the Company and or any of its Subsidiaries, taken as a whole, Subsidiaries into any market. The Company has received no notice with respect to revocation or prevent, materially delay or materially impair the consummation challenge of any of the TransactionsCompany Permits. This Section 5.9 does not apply to Tax matters, which are addressed in Section 5.14.

Compliance with Laws; Permits. (a) The Company Business and the Purchased Entities are being and, for the three years prior to the Agreement Date, have been conducted by Sphinx and its Subsidiaries in compliance with the Laws applicable thereto, and Sphinx and its Subsidiaries are in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to its ownership of the Company PlansPurchased Assets or Purchased Shares, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable in each case except to the Company or any of its Subsidiaries or by which any property, business or asset of extent that the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is failure to comply therewith would not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental reasonably be expected to be material to the Company and any of its SubsidiariesBusiness. Within the past three-year period, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or neither Sphinx nor any of its Subsidiaries is pending has received any written or, to the Knowledge knowledge of Sphinx, verbal notices of violation with respect to any Laws applicable to the conduct of the Company, threatened, nor, to Business or the Knowledge ownership of the CompanyPurchased Assets or Purchased Shares, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured each case other than as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to benot, individually or in the aggregate, materially detrimental reasonably be expected to be material to the Company Business. (b) Sphinx and its Subsidiariesthe Other Asset Sphinx Entities collectively have all Permits necessary to conduct the Business as presently conducted, taken as a wholeexcept where the failure to have any such Permits would not, individually or in the aggregate, reasonably be expected to be material to the Business. Within the past three year-period, neither Sphinx nor any of the Other Asset Sphinx Entities has received any written or, to the knowledge of Sphinx, verbal notice from any Governmental Authority regarding (i) any actual or possible violation of any Permit, or preventany failure to comply in any respect with any term or requirement of any Permit, materially delay in each case related to the Business or materially impair (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Permit related to the consummation of Business, in each case other than as would not, individually or in the Transactionsaggregate, reasonably be expected to be material to the Business.

Compliance with Laws; Permits. Except with respect to the matters described in Section 4.5, Section 4.9, Section 4.10, Section 4.11 and Section 4.16, which are excluded from the provisions of this Section 4.8: (a) The Company and its Subsidiaries are in compliance in all material respects with all federal, state and local laws (including common laws), statutes, ordinances, codes, rules, regulationsregulations and other legal requirements enacted, directivesissued, decrees and Orders of adopted, promulgated, entered into or applied by a Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries. Since January 1, 2014, neither the Company nor any Subsidiary has received written notice from any Governmental Authority stating that the Company or any of its Subsidiaries is not in compliance in any material respect with any applicable Law, nor has the Company or any of its Subsidiaries been charged by any Governmental Authority with, or to the Knowledge of the Company, are not under investigation by any Governmental Authority with respect to any violation of any applicable Law or Order, or commenced any internal investigation with respect to any of the foregoing matters in this Section 4.8, The Company and each of its Subsidiaries hold, and are in compliance with (including in respect of the Leased Real Property), all licenses, franchises, permits, certificates, approvals 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 have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2014, neither the Company nor any of its Subsidiaries has received written notice that any Company Permit will be terminated or modified or cannot be renewed in the ordinary course of business, except for any terminations, modifications or nonrenewals that would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the Company, nor any of its Subsidiaries, nor, to the Company’s Knowledge, any of their respective directors or officers, nor any of their respective employees or agents or any other Person authorized to act, and acting, on behalf of the Company or its Subsidiaries has: (a) directly or indirectly, in connection with the business activities of the Company or its Subsidiaries used any corporate funds for unlawful gifts, contributions, entertainment or other unlawful expenses relating to political activity to or for the benefit of any government official, candidate for public office, political party or political campaign, (b) made any direct or indirect unlawful payments to any foreign governmental officials or employees or to any foreign political parties or campaigns from corporate funds, (c) violated any provision of the Foreign Corrupt Practices Act of 1977, the U.K. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, or any other anti-corruption or anti-bribery law of any jurisdiction in which the Company or its Subsidiaries operate (collectively, “Anti-Corruption Laws”), or (d) made any propertyother unlawful bribe, business rebate, payoff, influence payment, kickback or asset other unlawful payment to any foreign government official. To the Company’s Knowledge, no Governmental Authority is investigating or has in the past five years conducted, initiated or threatened any investigation of the Company or any of its Subsidiaries or any of their respective officers, directors or employees in connection with an alleged or possible violation of any Anti-Corruption Law. (c) The Company and its Subsidiaries are, and at all times since January 1, 2012 have been, in all material respects, in compliance with all applicable customs, import and export control and economic sanctions Laws, regulations, and executive orders of the United States, the United Nations Security Council, the European Union, the United Kingdom, Israel and of each other country in which the Company conducts business (each, a “Sanctions Authority”). (d) None of the Company, any Subsidiary, nor to the Company’s knowledge, any of their respective officers, directors, employees, agents or representatives (i) has been or is bound designated on any economic or affectedfinancial sanctions list maintained by any Sanctions Authority, except for including the U.S. Office of Foreign Assets Control’s List of Specially Designated Nationals and Blocked Persons, Sectoral Sanctions Identification List, or Foreign Sanctions Evader List, or any other similar list maintained by any other applicable Sanctions Authority, (ii) has participated in the past five (5) years in any transaction involving, directly or indirectly, such non-compliance a designated person or entity, or involving any country or territory that is notsubject to comprehensive territorial sanctions administered by any applicable Sanctions Authority, or (iii) has maintained at any time in the past five years or maintains any offices, branches, operations, assets, investments, employees, or agents in any country or territory that is subject to comprehensive territorial sanctions administered by any applicable Sanctions Authority. (e) The Company and its Subsidiaries have implemented and maintain in effect policies and procedures designed to ensure compliance by the Company and its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Money Laundering Laws, and would not reasonably be expected to beall applicable customs, individually or trade, import and export control and economic sanctions laws, regulations, and executive orders of all applicable Governmental Authorities, including applicable Sanctions Authorities, and the Company and its Subsidiaries are in compliance in all material respects with all such Laws and requirements. (f) The operation of the aggregateCompany and its Subsidiaries is and has been conducted at all times in compliance in all material respects with all anti-money laundering Laws and all applicable financial record keeping and reporting requirements, materially detrimental rules, regulations and guidelines applicable to the Company (collectively, “Money Laundering Laws”) and any of its Subsidiaries, taken as a whole, no proceeding by or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by before any Governmental Authority involving the Company or its Subsidiaries with respect to the Company or any of its Subsidiaries Money Laundering Laws is pending or, to the Knowledge of the Company, threatened. (g) The Company has undertaken commercially reasonable efforts to eliminate Conflict Minerals from each Company Product and any products currently proposed to be manufactured by the Company or on its behalf in the future. “Conflict Minerals” means columbite-tantalite (coltan), norcassiterite, to gold, wolframite, or their derivatives, which originate in the Knowledge Democratic Republic of Congo or other country the Company, has any exploitation and trade of which is determined by the United States federal or state Governmental Authority indicated an intention to conduct the same. To the Knowledge of the Company, no material change is required be financing conflict in the Company’s Democratic Republic of Congo or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactionsother country.

Compliance with Laws; Permits. (a) The Company is and its Subsidiaries are at all times has been in compliance in all material respects with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees Laws and Orders of promulgated by any Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), Body applicable to the Company or any to the conduct of its Subsidiaries or by which any property, the business or asset operations of the Company or the use of the properties (including any leased properties) and assets of the Company. The Company has not received, and to the best knowledge of each of the Sellers there has been no issuance of, any notice of a violation or alleged violation by the Company of any such Law or Order. There is no investigation or review by any Governmental Body with respect to the Company pending, or to the best knowledge of each of the Sellers, threatened, nor has any Governmental Body notified the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any Sellers of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority indicated an intention to conduct the same. . (b) To the Knowledge best knowledge of each of the CompanySellers, no material change legislative or regulatory proposal of any Governmental Body has been adopted or is pending which could result in a Material Adverse Change. (c) The Company is not subject to any Legal Proceeding, investigation, Order or settlement alleging or addressing a violation of, or liability under, any Law. (d) Schedule 3.17 of the Disclosure Schedule lists all Permits of the Company of all Governmental Bodies, indicating, in each case, the expiration date thereof, which Permits constitute all Permits required by the nature of the operations of the Company to permit its operations in the Company’s or any of its Subsidiaries’ processes, properties or procedures manner in connection which they are currently conducted. Such Permits have been validly issued to the Company by the appropriate Governmental Bodies in compliance with any such all applicable Laws, and the Company has not received any overt complied in all material respects with all conditions of such Permits applicable to it. No default or violation, or event that with the lapse of time or giving of notice or communication both would become a default or violation, has occurred in the due observance of any material noncompliance with such Permit. All such Permits are in full force and effect without further consent or approval of any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsPerson.

Compliance with Laws; Permits. The (a) Except as set forth on SCHEDULE 3.5: (i) each Acquired Company is, and its Subsidiaries are has at all times been, in compliance in all material respects with all federaleach Judgment and with each Law that is or was applicable to it or to the conduct of any of its businesses or the ownership or use of any of its Assets; (ii) no event has occurred, state and local lawsno condition or circumstance exists, statutesthat (with or without notice or lapse of time) will, ordinancesif uncured, codesconstitute or result in a material violation by any Acquired Company of, rulesor a failure on the part of any Acquired Company to materially comply with, regulationsany Judgment or Law applicable to any Acquired Company; and (iii) no Acquired Company has received, directivesat any time, decrees and Orders of any notice or other communication from any Governmental Authorities or Regulatory Body or any other Person (collectively, “Laws”A) (excluding compliance with Laws in writing or otherwise) regarding the payment of Taxes(1) any actual or alleged violation of, which is governed by Section 3.10or failure to comply with, compliance with Laws any Judgment or Law applicable to any Acquired Company, or (2) any actual or alleged obligation on the part of an Acquired Company Plansto undertake, which is governed by Section 3.11or to bear all or any portion of the cost of, compliance any cleanup of Hazardous Materials or any remedial, corrective or response action of any nature with respect to any Environmental Laws, which is governed by Section 3.12or (B) (in writing) regarding (1) any possible or potential violation of, and compliance with Health Care Lawsor failure to comply with, which is governed by Section 3.22), any Judgment or Law applicable to the any Acquired Company or (2) any possible or potential obligation on the part of its Subsidiaries an Acquired Company to undertake, or by which to bear all or any property, business or asset portion of the Company cost of, any cleanup of Hazardous Materials or any remedial, corrective or response action of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority nature with respect to the any Environmental Laws. (b) Except as set forth on SCHEDULE 3.5, each Acquired Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with holds all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct Permits required for the lawful operation of its business as and where such business is presently conducted, except those to the absence of which extent that any failure to obtain or hold such Permits would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the have a Material Adverse Effect. All Permits held by each Acquired Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactionsare listed on SCHEDULE 3.5.

Compliance with Laws; Permits. The Company and its Subsidiaries (a) Except as set forth in Section 3.10(a) of the Sellers Disclosure Schedules, (i) the Acquired Companies are in compliance in all material respects with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Acquired Companies, (ii) since January 1, 2017, no Acquired Company Planshas violated any Law nor received any written or, which to Sellers’ Knowledge, oral notice from any Governmental Body alleging any material noncompliance by any Acquired Company with respect to any such Law and (iii) no investigation of the Acquired Companies by any Governmental Body regarding a violation of any such Law is governed pending or, to Sellers’ Knowledge, threatened in writing. (b) Section 3.10(b) of the Sellers Disclosure Schedules correctly describes each Permit that is material to the conduct of the business of the Acquired Companies and the name of the Governmental Body issuing such Permit. All Permits required for the Acquired Companies to conduct their business as currently conducted have been obtained by Section 3.11an Acquired Company and are valid and in full force and effect, compliance with Environmental Lawsexcept where the failure to obtain any such Permit or the failure to be valid and in full force and effect would not, which is governed by Section 3.12individually or in the aggregate, materially impair the conduct of such business, and the Acquired Companies are, and have been since January 1, 2017, in compliance in all material respects with Health Care Lawsall such Permits, which is governed by except as set forth in Section 3.223.10(b) of the Sellers Disclosure Schedules. Subject to the receipt of the Consents and Permits, and the making of the declarations, filings and notices, referred to in Section 3.5(b), applicable to the Company or any of its Subsidiaries or by which any property, business or asset none of the Company Permits shall be terminated or any impaired or become terminable, in whole or in part, as a result of its Subsidiaries is bound or affectedthe transactions contemplated by this Agreement and the other Transaction Agreements, except for such non-compliance that is not, and in each case other than as would not reasonably be expected to be, individually or in the aggregate, materially detrimental material to the Company and any of its SubsidiariesAcquired Companies, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions.

Compliance with Laws; Permits. The Company and its Subsidiaries are (a) Seller is not in compliance with all federalbreach or violation of, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws or default under any Law applicable to the Company PlansBusiness, which is governed by Section 3.11the Facility, compliance with Environmental Laws, which is governed by Section 3.12or any Purchased Asset, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company has not been in breach or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a wholeviolation of, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by default under any Governmental Authority such Law. (b) Solely with respect to the Company Business or the Facility, Seller has not made, nor has Seller directed any of its Subsidiaries directors, officers, employees, or agents (or, to the Knowledge of Seller, any Representatives or other persons acting on the express authority of Seller) to make, directly or indirectly, overtly or covertly, any contribution, gift, bribe, payoff, influence payment, or kickback to any Person (including, in the case of an individual, any family members of such Person and in the case of an entity, any Affiliates of such entity), regardless of form, whether in money, property or services, in violation of any Law. (c) With respect to the Business, the Facility, and the Purchased Assets, Seller (i) does not have any reporting obligations pursuant to any settlement agreement entered into with any Governmental Authority, (ii) is not and has not been, and has not received written notice that it is or has been, the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any Governmental Authority, professional review organization, accrediting organization or certifying agency, (iii) has not been a defendant in any qui tam or False Claims Act litigation, or (iv) has not been served with or received any written search warrant, subpoena (other than those related to actions against third parties), civil investigative demand or contact letter from any Governmental Authority. For purposes hereof, a “contact letter” shall mean a letter from a Governmental Authority notifying Seller of a potential violation under a Law which allows Seller an opportunity to respond prior to the Governmental Authority taking further action. (d) All Permits required for Seller to conduct the Business as currently conducted or for the ownership and use of the Purchased Assets and use of the Facility have been obtained by Seller and are valid and in full force and effect. All fees and charges with respect to such Permits as of the date hereof have been paid in full. Section 5.07(d) of the Disclosure Letter lists all current Permits issued to Seller that are necessary for the conduct of the Business as currently conducted or the ownership or use of the Facility and the Purchased Assets (collectively, the “Scheduled Permits”), including the names of the Permits, issuer of such Permits, and their respective dates of issuance and expiration, as well as any consents, notices, or approvals required for the Scheduled Permits to be transferred to Buyer in connection with Closing (the “Permit Consents”). Seller is not in breach or violation of and there is no pending or, to the Knowledge of the CompanySeller, threatenedthreatened Proceeding with respect to, nor, to the Knowledge any of the Company, Scheduled Permits. Seller has not received any United States federal written notice of any Proceeding pending or state recommended by any Governmental Authority indicated an intention having jurisdiction over the Scheduled Permits to conduct the samerevoke, withdraw or suspend any such Permit. To the Knowledge of the CompanySeller, no material change Seller is required in the Company’s not under investigation with respect to any violation of, or any obligation to take remedial action under, any applicable Laws or Scheduled Permits. The Data Room contains true and complete copies of its Subsidiaries’ processes, properties or procedures all Scheduled Permits. Except as set forth in connection with any such Laws, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as Section 5.07(d) of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with Disclosure Letter, all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued Scheduled Permits are assignable to Buyer at or granted by a Governmental Authority (“Licenses”) necessary prior to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsClosing.

Compliance with Laws; Permits. The Company and its Subsidiaries are in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”a) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and Except as would not reasonably be expected to behave, individually or in the aggregate, materially detrimental a Material Adverse Effect or would not reasonably be expected to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay prevent or materially impair the consummation of the Transactionstransactions contemplated by this Agreement, the business of ▇▇▇▇▇ has not been, and as of the Effective Date will not be conducted in violation of any applicable United States federal, state or local, non-United States, national, provincial or multinational law, statute or ordinance, common law, or any rule, regulation, directive, treaty provision, or any applicable judgment, agency requirement, license or permit of any Governmental Authority (collectively, “Laws”). No investigation investigation, audit 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, nor, to the Knowledge of the Company, nor has any United States federal or state Governmental Authority indicated an notified ▇▇▇▇▇ of its intention to conduct the same, except for (i) such investigations or reviews that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and/or (ii) any investigation or review related to the Merger. To the Knowledge As of the Companydate hereof, 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 overt notice or communication of any material noncompliance with any such applicable Laws that has not been cured as of the date hereof. (b) ▇▇▇▇▇ has not solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or kind for the purpose of this Agreement. The Company and making or receiving any referral that violated an anti-corruption law. (c) ▇▇▇▇▇ holds, to the extent legally required to operate its Subsidiaries each has obtained and business as such businesses is in compliance with being operated as of the date hereof, all permits, licenses, certificationsclearances, approvalsauthorizations and approvals from federal, registrationsstate, consentslocal and foreign authorities (collectively, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“LicensesPermits”) necessary to conduct its business as presently conducted), except those for any Permits for which the absence failure to obtain or hold would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No suspension or cancellation of any Permits of ▇▇▇▇▇ is pending or, to the Knowledge of ▇▇▇▇▇, threatened, except for any such suspension or cancellation which would not reasonably be expected to behave, individually or in the aggregate, materially detrimental a Material Adverse Effect. ▇▇▇▇▇ is in compliance with the terms of all Permits, except where the failure to be in such compliance would not reasonably be expected to have, individually or in the Company and its Subsidiariesaggregate, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsMaterial Adverse Effect.

Compliance with Laws; Permits. The Company and its Subsidiaries (a) Except as set forth in ‎Section 3.10(a) of the Sellers Disclosure Schedules, (i) the Acquired Companies are in compliance in all material respects with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Acquired Companies, (ii) since January 1, 2017, no Acquired Company Planshas violated any Law nor received any written or, which to Sellers’ Knowledge, oral notice from any Governmental Body alleging any material noncompliance by any Acquired Company with respect to any such Law and (iii) no investigation of the Acquired Companies by any Governmental Body regarding a violation of any such Law is governed pending or, to Sellers’ Knowledge, threatened in writing. (b) ‎Section 3.10(b) of the Sellers Disclosure Schedules correctly describes each Permit that is material to the conduct of the business of the Acquired Companies and the name of the Governmental Body issuing such Permit. All Permits required for the Acquired Companies to conduct their business as currently conducted have been obtained by Section 3.11an Acquired Company and are valid and in full force and effect, compliance with Environmental Lawsexcept where the failure to obtain any such Permit or the failure to be valid and in full force and effect would not, which is governed by Section 3.12individually or in the aggregate, materially impair the conduct of such business, and the Acquired Companies are, and have been since January 1, 2017, in compliance in all material respects with Health Care Lawsall such Permits, which is governed by Section 3.22except as set forth in ‎Section 3.10(b) of the Sellers Disclosure Schedules. Subject to the receipt of the Consents and Permits, and the making of the declarations, filings and notices, referred to in ‎Section 3.5(b), applicable to the Company or any of its Subsidiaries or by which any property, business or asset none of the Company Permits shall be terminated or any impaired or become terminable, in whole or in part, as a result of its Subsidiaries is bound or affectedthe transactions contemplated by this Agreement and the other Transaction Agreements, except for such non-compliance that is not, and in each case other than as would not reasonably be expected to be, individually or in the aggregate, materially detrimental material to the Company and any of its SubsidiariesAcquired Companies, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions.

Compliance with Laws; Permits. The Company and its Subsidiaries are in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”a) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to beExcept as, individually or in the aggregate, materially detrimental would not reasonably be expected to be material to the Company and any of its SubsidiariesBusiness, taken as a wholesince January 1, or prevent2021, materially delay or materially impair the consummation each of the Transactions. No investigation by any Governmental Authority Seller Parties has been in compliance, in all material respects and, in each case, with respect to the Company Business, with all Laws and Orders applicable to the Business or by which any Transferred Asset or Assumed Liability is bound or affected. Since January 1, 2021, none of its Subsidiaries is the Seller Parties has received any written notification of any pending or, to the Knowledge of Seller, threatened Action from any Government Authority alleging potential or actual material noncompliance by, or Liability of, any of the CompanySeller Parties under any applicable Law or Order as it relates to the Business. Section 4.07 of the Seller Disclosure Schedules sets forth an accurate, threatenedcorrect, and complete list of each Permit that is material to the Business. None of the Seller Parties has been in default under or has violated any such Permit. The Seller Parties validly own, hold or possess all Permits that are necessary for the conduct of the Business as conducted immediately prior to the Closing Date, except where the failure to validly own, hold or possess such Permit would not reasonably be expected to be material, individually or in the aggregate, to the Business. (b) None of the Seller Parties, or any of their respective officers, directors, or employees, or to the Knowledge of Seller, any agents or other Persons acting for or on behalf of any of the foregoing Persons, in each case with respect to the Business is currently, or since January 1, 2021 has been, (i) a Sanctioned Person, (ii) organized, resident, or located in a Restricted Country, (iii) engaged in any dealings or transactions with or for the benefit of any Sanctioned Person or in any Restricted Country, (iv) otherwise in violation of applicable Sanctions Laws or Ex-Im Laws, (v) convicted for a crime that could lead to debarment under 21 U.S.C. §335a(a) or any similar Law or listed on the United States Food and Drug Administration Debarment List or similar list in any other jurisdiction, (vi) debarred, excluded or suspended from participation in any healthcare program administered by a Government Authority or (vii) listed on the United States General Services Administration or Department of Health and Human Services Office of Inspector General published list of parties excluded from federal procurement programs and non-procurement programs. (c) Since January 1, 2018, with respect to the Business, none of the Seller Parties, or any of their directors, officers and employees or, to the Knowledge of Seller, any other Representatives acting for or on behalf of any of the Seller Parties have, directly or indirectly, (i) taken or are taking any action in violation of any Anti-Corruption Laws; (ii) authorized, facilitated, offered or promised to make, or authorized the payment or giving of, directly or indirectly, any payment, contribution, gift, entertainment, bribe, rebate, payoff, influence payment, kickback, financial or other advantage, or unlawful payment or gift of money or anything else of value, regardless of form or amount, to any Person for the purpose of (A) securing an unlawful advantage, (B) corruptly influencing any act or decision of any Government Official in his or her official capacity; (C) inducing any Person to perform or omit to perform any activity related to his or her duties; or (D) corruptly inducing any Government Official or other Person to influence or affect any act or decision of any Government Authority, in each case, in order to assist the Seller Parties in obtaining or retaining business for or with, or in directing business to, the Seller Parties; (iii) established or maintained, or are maintaining, any unlawful or unrecorded fund of corporate monies or other properties or used any funds for any unlawful contributions, gifts, entertainment, hospitality, travel or other unlawful expenses; or (iv) made, and are not making, any false or fictitious entries on any Seller Parties’ accounting books and records. (d) None of the Seller Parties, nor any of their respective officers, directors, or employees, nor, to the Knowledge of the CompanySeller, has any United States federal of its agents or state Governmental Authority indicated an intention to conduct the same. To the Knowledge other Persons acting for or on behalf of any of the CompanySeller Parties, no material change in each case with respect to the Business, is required or has since January 1, 2018, been given notice of any investigation, inquiry or enforcement proceeding by any Government Authority, or received from any Government Authority any written notice or inquiry, or made any voluntary or involuntary or directed disclosure to a Government Authority, in each case concerning any actual or potential violation, breach, noncompliance, or wrongdoing by any of the Company’s Seller Parties or any of its Subsidiaries’ processestheir respective officers, properties directors, employees, agents or procedures in connection with other Persons acting for or on behalf of any such of the Seller Parties under Sanctions Laws, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a wholeEx-Im Laws, or prevent, materially delay or materially impair the consummation of the TransactionsAnti-Corruption Laws.

Compliance with Laws; Permits. The Company and its Subsidiaries are (a) Each of the CQP Entities is in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plansits Business, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company operations or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affectedassets, except for such non-failures to be in compliance that is not, and as would not reasonably be expected to be(i) cause an SPA Imposition, individually (ii) give rise to a material delay in construction of Train 1 and Train 2 of the Liquefaction Project or in (iii) give rise to a material Liability of the aggregateCQP Entities taken as a whole. None of the CQP Entities has received any written notice of or been charged with any violation of any Laws, materially detrimental except for such violations that (i) would not reasonably be expected to be material to the Company and any of its SubsidiariesCQP Entities, taken as a wholewhole or (ii) have been disclosed in the Covered CQP SEC Documents. (b) All material Regulatory Approvals and material permits, or preventlicenses, materially delay or materially impair franchises and certificates (“Permits”) that are necessary for the consummation ownership, construction and operation of the Transactions. No investigation Liquefaction Project and that have been obtained by any Governmental Authority with respect to CEI, the Company General Partner or any of its Subsidiaries is pending or, to the Knowledge CQP Entities or for the benefit of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured Liquefaction Project by third parties as of the date of this Agreement. The Company Agreement are set forth on Schedule 3.19(b). (c) All material Regulatory Approvals and its Subsidiaries each has Permits not obtained as of the date of this Agreement and is that are necessary for the ownership, construction and operation of the Liquefaction Project to be obtained by CEI, the General Partner or the CQP Entities or for the benefit of the Liquefaction Project by third parties (other than the EPC Contractor) after the Initial Funding Date are set forth on Schedule 3.19(c). (d) CQP reasonably believes that any material Regulatory Approvals and Permits which have not been obtained by CQP or the relevant third party as of the Initial Funding Date, but which are necessary to be obtained in the future by CEI, the General Partner, the CQP Entities or such third party for the ownership, construction and operation of the Liquefaction Project: (i) shall be obtained in due course on or prior to the commencement of the appropriate stage of the ownership, construction and operation of the Liquefaction Project for which such Regulatory Approval and Permit would be necessary; and (ii) shall not contain any condition or requirements, (A) the compliance with which could reasonably be expected to result in a CQP Material Adverse Effect or (B) which CEI, the General Partner, the CQP Entities or the relevant third party (as the case may be) does not expect to satisfy on or prior to the commencement of the appropriate stage of ownership, construction and operation of the Liquefaction Project, except, in the case of clause (B) to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to (a) cause an SPA Imposition, (b) give rise to a material delay in construction of Train 1 and Train 2 of the Liquefaction Project or (c) give rise to a material Liability of the CQP Entities taken as a whole. (e) Except as set forth in Schedule 3.19(c) and those Regulatory Approvals and Permits that the EPC Contractor is responsible for obtaining, each of the CQP Entities has all permitsPermits and Regulatory Approvals that are necessary under, licensesor issued pursuant to, certificationsany Law to (A) own its Properties, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”B) necessary to conduct its business Business as presently conductedcurrently conducted and (C) commence construction of Train 1 and Train 2 of the Liquefaction Project and issue the “Notice to Proceed” (as defined in the EPC Contract) under the EPC Contract, except those the absence of which for such Permits and Regulatory Approvals which, if not obtained, would not reasonably be expected to be(i) cause an SPA Imposition, individually (ii) give rise to a material delay in construction of Train 1 and Train 2 of the Liquefaction Project or in (iii) give rise to a material Liability of the aggregate, materially detrimental to the Company and its Subsidiaries, CQP Entities taken as a whole. (f) Except as set forth in Schedule 3.19(f), no such Permit or Regulatory Approval is subject to any current legal proceeding, waiting period or appeal or to any unsatisfied condition that would reasonably be expected to give rise to material Impairment of the Permit or Regulatory Approval. (g) Except as set forth in Schedule 3.19(g) or except as set forth in the Covered CQP SEC Documents, as of the date hereof and as of the Initial Funding Date each of the CQP Entities has fulfilled and performed all of its material obligations with respect to such Regulatory Approvals and Permits by the applicable date specified therein (to the extent the applicable date specified therein is prior to each such date), and no event has occurred that would prevent the Permits and Regulatory Approvals from being renewed or reissued or which allows, or preventafter notice or lapse of time would allow, materially any Impairment, of any such Permit or Regulatory Approval, except for such Impairments that would not reasonably be expected to (i) cause an SPA Imposition, (ii) give rise to a material delay or materially impair the consummation in construction of Train 1 and Train 2 of the TransactionsLiquefaction Project or (iii) give rise to a material Liability of the CQP Entities taken as a whole. (h) Except as described in the Covered CQP SEC Documents or set forth in Schedule 3.19(h), none of such Permits or Regulatory Approvals contain any restriction that would reasonably be expected to (i) cause an SPA Imposition or (ii) give rise to a material delay in construction of Train 1 and Train 2 of the Liquefaction Project. (i) This Section 3.19 does not relate to tax matters, which are instead the subject of Section 3.16 and employee benefits matters, which are instead the subject of Section 3.17.

Compliance with Laws; Permits. The Company (a) Seller has complied in all material respects with, is not in material violation of, and its Subsidiaries are in compliance has not received any written notices of violation with all respect to, any applicable foreign, federal, state and or local lawsstatute, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance law or regulation with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable respect to the Company Plansconduct or operation of the Business. (b) Without derogating from the generality of the foregoing, which is governed by Section 3.11Seller has been, compliance and is, in compliance, in all material respects, with all applicable Environmental Laws, which is governed compliance includes the possession by Section 3.12Seller of all permits and other authorizations required under applicable Environmental Laws, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, terms and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactionsconditions thereof. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 Seller has not received any overt notice or other communication of any material noncompliance with any such Laws (in writing or otherwise), whether from a Governmental Entity, citizens group, employee or otherwise, that has alleges that Seller is not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permitsany Environmental Law, licensesand, certificationsto the knowledge of Seller, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued there are no circumstances that may prevent or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or interfere with Seller's compliance with any Environmental Law in the aggregatefuture. For purposes of this Section 2.16: (A) "Environmental Law" means any applicable law or order relating to: (i) the protection of the environment or any natural resource; (ii) the presence, materially detrimental release, discharge, handling, transportation, storage, remediation or disposal of Materials of Environmental Concern; (iii) the ownership, occupation, management, transfer or sale of contaminated sites; (iv) the exposure of workers to Materials of Environmental Concern in the Company workplace, and its Subsidiariesworker right-to-know legislation pertaining thereto; and (v) the manufacture, taken as a wholedistribution, labeling, import, export or sale of products or product ingredients by virtue of their composition or any other physical properties; and (B) "Materials of Environmental Concern" includes any substance, emission or thing, howsoever occurring, which has, or preventmay have, materially delay an adverse effect on the environment, any ecological system or materially impair natural resource, the consummation use or enjoyment of the Transactionsproperty, or human health or safety, and includes any "contaminant" or "pollutant" or any type of "waste", in each case which is regulated by any applicable law or order.

Compliance with Laws; Permits. The Company (a) Except as set forth in Section 4.8(a) of the Esmark Disclosure Schedule, Esmark and its Subsidiaries are in compliance in all material respects with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to Esmark or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations. Esmark and each of its Subsidiaries hold all Permits to be obtained, in each case necessary for the Company Planslawful conduct of their respective businesses, which is governed by except where the failure to hold such a Permit would not have an Esmark Material Adverse Effect. Except as set forth in Section 3.114.8(a) of the Esmark Disclosure Schedule, Esmark and its Subsidiaries are in compliance in all material respects with Environmental Lawsthe terms of all Permits. Except as set forth in Section 4.8(a) of the Esmark Disclosure Schedule, which is governed by Section 3.12since December 31, and compliance with Health Care Laws2004, which is governed by Section 3.22)neither Esmark, applicable nor any of its Subsidiaries has received written notice to the Company effect that a Governmental Authority (a) claimed or alleged that Esmark or any of its Subsidiaries or by which any property, business or asset of the Company was not in compliance with all Laws applicable to Esmark or any of its Subsidiaries is bound Subsidiaries, any of their properties or affectedother assets or any of their businesses or operations or (b) was considering the amendment, except for such non-compliance that is nottermination, and revocation or cancellation of any Permit. (b) Except as set forth in Section 4.8(b) of the Esmark Disclosure Schedule or as would not reasonably be expected to behave, individually or in the aggregate, materially detrimental to the Company and an Esmark Material Adverse Effect, neither Esmark nor any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of Esmark, any of their respective directors, officers, agents, employees or representatives (in each case acting in their capacities as such) has any reasonable basis for believing that, in the Companypast five (5) years, threatenedany of the foregoing Persons has (i) used any funds for unlawful contributions, norgifts, 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 Knowledge auspices of a governmental official or Governmental Authority, in the Company, has any United States federal or state 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 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 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactionspursuant thereto.

Compliance with Laws; Permits. The Company (a) In each case to the extent Related to the Business, each of the Sellers and its Subsidiaries the Business has not been in, is not in, and does not have Liability in respect of any, material violation of, and no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result in a material violation by such Seller or the Business, as applicable, of, or failure on the part of such Seller or the Business, as applicable, to comply with, in all material respects, or any Liability suffered or incurred by such Seller or the Business, as applicable, in respect of any material violation of or noncompliance with, any Laws that are or were applicable to such Seller or the Business, as applicable, or the conduct or operation of the Business or the ownership or use of any of their respective assets, and no Action is pending, or to the Knowledge of the Sellers, threatened, alleging any such violation or noncompliance. (b) To the Knowledge of Sellers, each Seller and the Business have all material Permits necessary for the conduct of the Business as presently conducted and as contemplated to be conducted and (i) each such Permit is in full force and effect, (ii) such Seller and the Business are in material compliance with all federalthe terms, state provisions and local lawsconditions thereof, statutes(iii) there are no material outstanding violations, ordinancesnotices of noncompliance, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12or Actions adversely affecting any such Permits, and compliance with Health Care Laws(iv) no condition (including, which is governed by Section 3.22)without limitation, applicable to the Company or any execution of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, this Agreement and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions) exists and no event has occurred which (whether with or without notice, lapse of time or the occurrence of any other event) would reasonably be expected to result in the suspension or revocation of such Permits other than by expiration of the term set forth therein. No investigation by any Governmental Authority Schedule 3.9(b) sets forth a list of all the material Permits necessary for the conduct of the Business, and the Sellers have furnished to Buyer true, correct and complete copies of all such Permits. (c) To the Knowledge of Sellers, none of the Business, Sellers with respect to the Company Business or to the Knowledge of Sellers, any of the Representatives of Sellers with respect to the Business, has, directly or indirectly, made, offered, promised or authorized, or caused to be made offered, promised or authorized any payment, contribution, gift or favor of anything of value, including but not limited to money, property or services, whether or not in contravention of the U.S. Foreign Corrupt Practices Act, as amended from time to time (the “FCPA”), or any similar other applicable law prohibiting public or commercial bribery or corruption (collectively, including the FCPA, the “Legislation”), (i) as a kickback, gratuity, or bribe to any person, including, but not limited to, any foreign official as defined in the FCPA, or (ii) to any political organization, or the holder of its Subsidiaries or any aspirant to any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of the Business. None of the Business, the Sellers with respect to the Business or to the Knowledge of the Sellers, any of the Representatives of the Business or the Sellers with respect to the Business, (i) is under investigation for any potential violation of the Legislation, (ii) has received any notice or other communication (in writing or otherwise) from any Governmental Entity regarding any actual, alleged, or potential violation of, or failure to comply with, any Legislation, (iii) is aware of or has any reason to believe that there has been any violation or potential violation of the Legislation by any of the Business, the Sellers with respect to the Business, any Representatives of the Business or the Sellers with respect to the Business, or any other business entity or enterprise with which the Business is or has been engaged, affiliated or associated, or (iv) has committed any act that would constitute a violation of the Legislation irrespective of whether the Legislation applies as a jurisdictional matter. None of the Business or the Sellers with respect to the Business, any of their respective officers, directors, employees, or other Representatives or any direct, indirect, or beneficial owners of the foregoing, is or has been a foreign official as defined under the FCPA (including any employee of a state-owned or state-controlled entity, business, or corporation). (d) To the Knowledge of Sellers, none of the Sellers with respect to the Business, or any Related Person of the Sellers with respect to the Business is (i) a person listed in any Sanctions-related list of designated persons maintained by OFAC or the U.S. Department of State, (ii) a person operating, organized or resident in a country or region which is itself the subject or target of any Sanctions (“Sanctioned Country”), or (iii) any person owned or controlled by any person or persons specified in (i) or (ii) above or otherwise the target of Sanctions (together “Sanctioned Persons”). Each of the Business, the Sellers with respect to the Business and any Related Person of the Sellers is in compliance with applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Business, any Seller or any Related Person of Sellers being designated as a Sanctioned Person. None of the Business or Sellers with respect to the Business or any Related Person of Sellers with respect to the Business is engaged directly in any business or transactions with any Sanctioned Person or in any Sanctioned Country, or knowingly engaged in any indirect business or transactions with any Sanctioned Person or in any Sanctioned Country or any in any manner that would result in the violation of Sanctions by any Person. (e) (i) Each of the Business and Sellers with respect to the Business is in compliance in all material respects with all anti-money laundering laws, rules, regulations and orders of jurisdictions applicable to the Business (collectively, “AML Laws”), including without limitation, the USA PATRIOT Act and (ii) no proceeding involving the Business or the Sellers with respect to the Business, with respect to AML Laws, is currently pending or, to the Knowledge of the CompanySellers, threatened, nor, threatened which in each case would be reasonably expected to result in a material violation of this representation. No Seller is required to be registered with the Knowledge U.S. Department of the CompanyTreasury as a money services business, has as such term is defined by federal law or regulation, nor is any United States federal Seller required to be registered or state Governmental Authority indicated an intention to conduct licensed as a money services business, money transmitter, or equivalent enterprise under 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 overt notice or communication applicable Law of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactionsother jurisdiction.

Compliance with Laws; Permits. The (a) No Target Company and its Subsidiaries are is, or during the past three (3) years has been, in compliance with all federaldefault under or violation of, state and local lawsin each case in any material respect, statutesany applicable Law or received any written notice from any Governmental Body regarding any actual or alleged violation of, ordinancesor failure to comply with, codesany applicable Law and, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plansknowledge of Omega, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company there are no facts or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance circumstances that is not, and would not reasonably be expected to begive rise to an Action alleging any such noncompliance. (b) The Target Companies hold or have obtained all material permits, individually or licenses, consents, franchises, approvals, and authorizations that are necessary to entitle and authorize the Target Companies to carry on and conduct the Business as currently being conducted (the “Applicable Governmental Permits”). A true, correct and complete copy of each existing Applicable Governmental Permit has been made available to the Buyer Parties and is each listed on Section 2.10(b) of the Disclosure Letter. The Target Companies are, and in the aggregatepast three (3) years have been, materially detrimental to in compliance in all material respects with the Company Applicable Governmental Permits, and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsApplicable Governmental Permits are valid and in full force and effect. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries There is no pending or, to the Knowledge knowledge of the CompanyOmega, threatenedthreatened termination, norexpiration, to the Knowledge modification, or revocation of the Company, has any United States federal or state such Applicable Governmental Authority indicated an intention to conduct the samePermits. To the Knowledge knowledge of the CompanyOmega, no material change is required in the Company’s event has occurred or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws circumstances exist that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to begive rise to or serve as a basis for such termination, individually expiration, modification or in the aggregaterevocation. No Target Company has received any written or, materially detrimental to the Company and its Subsidiariesknowledge of Omega, taken as a wholeverbal notification or communication from any Governmental Body (i) regarding any actual, alleged, possible or potential violation of, or preventfailure to comply with, materially delay or materially impair liability under, any applicable Law or Order, or (ii) threatening to revoke any Applicable Governmental Permit owned or held by the consummation Target Companies. During the past three (3) years, no event has occurred which, with notice or the lapse of the Transactionstime or both, would constitute a default thereunder or violation, in each case in any material respect, in respect of any such Applicable Governmental Permits.

Compliance with Laws; Permits. The Company (a) Since their respective dates of formation, the business of the Partnership and each of its Subsidiaries are has not been, and is not being, conducted in compliance with all violation of any applicable federal, state and or local lawslaw, statutesstatute, ordinancesordinance, codesrule, rulesregulation, regulationsjudgment, directivesorder, decrees and Orders injunction, decree, declaration, arbitration award, agency requirement, license or permit of any Governmental Authorities Entity (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to beviolations or possible violations that, individually or in the aggregate, materially detrimental have not had or resulted and could not reasonably be expected to the Company and any of its Subsidiaries, taken as have or result in a whole, or prevent, materially delay or materially impair the consummation of the TransactionsMaterial Adverse Effect. No investigation or review by any Governmental Authority Entity with respect to either the Company Partnership or any of its Subsidiaries is pending or, to the Knowledge knowledge of the CompanySellers, threatened, nor, to the Knowledge of the Company, nor has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except for those the absence outcome of which would not reasonably be expected to becould not, individually or in the aggregate, materially detrimental reasonably be expected to have or result in a Material Adverse Effect. Neither the Partnership nor any of its Subsidiaries or any of their respective assets or properties is subject to any material Governmental Order. (b) The Partnership and each of its Subsidiaries has all governmental permits, licenses, franchises, certificates, variances, exemptions, exceptions, orders and other governmental authorizations, consents, clearances and approvals necessary to operate its properties and Assets and conduct its business as presently conducted (“Permits”), except those Permits the failure of which to possess, individually or in the aggregate, have not had or resulted and could not reasonably be expected to have or result in a Material Adverse Effect. All material Permits are in full force and effect in all material respects. There has occurred no material breach of or default (with or without notice or lapse of time or both) under any Permit and none of the Partnership or its Subsidiaries has received any notice, and there has been no action, suit or proceeding filed, commenced or, to the Company knowledge of Sellers, threatened alleging any such breach or default or otherwise seeking to revoke, terminate, suspend or modify any Permit or to impose any fine, penalty or other sanctions. The Partnership and its SubsidiariesSubsidiaries have filed all reports, taken as notifications and filings with, and have paid all regulatory fees to, the applicable Governmental Entity necessary to maintain all of their Permits in full force and effect, except in each case for any Permits the failure of which to be in full force and effect, individually or in the aggregate, have not had or resulted and could not reasonably be expected to have or result in a whole, or prevent, materially delay or materially impair the consummation of the TransactionsMaterial Adverse Effect.

Compliance with Laws; Permits. (a) The Company is now complying, and its Subsidiaries are in compliance has complied, with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plansits respective operations or assets other than any noncompliance, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company default or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance violation that is not, and would not reasonably be expected to beto, individually or in the aggregate, materially detrimental to have a Seller Material Adverse Effect. The Company has not received any written notice of or been charged with the violation of any Laws that has not been fully resolved. (b) The Company currently has all material Permits which are required for the operation of the Business as presently conducted and all such Permits are valid and in full force and effect. Schedule 3.17(b) lists all material Permits (excluding Environmental Permits) held by the Company. The Company is in compliance, in all material respects, with (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation under) the terms, conditions and provisions of each Permit set forth on Schedule 3.17(b). The Company has not received any written notice from any Governmental Body asserting any revocation, suspension, lapse or limitation of any Permit set forth on Schedule 3.17(b). (c) None of the Sellers, the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge knowledge of the CompanySellers, any respective Representative (with respect to any third party Representatives, only as it relates to the Business) thereof has directly or indirectly, (i) made any United States federal unlawful payment to foreign or state Governmental Authority indicated domestic government officials or employees or to any foreign or domestic political parties or campaigns or violated any provisions of any applicable anti-bribery Laws, including the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”), or (ii) taken any action that would constitute a violation of any applicable anti-bribery Laws, including the FCPA, including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an intention offer, payment, promise to conduct pay or authorization of the samepayment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any domestic government official or “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. To the Knowledge of Sellers, 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 Business has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is conducted in compliance with the FCPA. (d) Schedule 3.17(d) contains a list of all permitsagents, licensesintermediaries, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions importers and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those other similar Persons of the absence of which would not reasonably be expected to be, individually or Company used in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation preceding two years outside of the TransactionsU.S. to arrange or facilitate the sale, purchase, export, import or transport of any materials or goods.

Compliance with Laws; Permits. The Company and its Subsidiaries are (a) Each OTH Company, to the knowledge of the OTH Owners, is not nor has it been since December 31, 2023 in compliance conflict with, in default or, with all federalnotice, state and local lawslapse of time or both, statuteswould be in default, ordinanceswith respect to or in violation of any (i) statute, codeslaw, rulesordinance, regulationsrule, directivesregulation or requirement of a Governmental Authority (each, decrees and Orders of a “Law”), or (ii) order, judgment, writ, decree or injunction issued by any court, agency or other Governmental Authorities Authority (collectivelyeach, an “LawsOrder”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to such OTH Company or by which any property or asset of such OTH Company is bound or affected. Acquiror _________ 8 Seller __________ (b) The Company, to the Company Plansknowledge of the OTH Owners, which is governed by Section 3.11not nor has it been since the date of its incorporation, compliance in conflict with, in default or, with Environmental Lawsnotice, which is governed by Section 3.12lapse of time or both, and compliance would be in default, with Health Care Laws, which is governed by Section 3.22)respect to or in violation of any (i) Law or (ii) Order, applicable to the Company or any of its Subsidiaries or by which any property, business property or asset of the Company or any of its Subsidiaries is bound or affected. (c) None of the OTH Owners or, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation knowledge of the Transactions. No OTH Owners, the Company or any OTH Company has received any written notice since December 31, 2023: (1) of any administrative, civil or criminal investigation or audit by any Governmental Authority with respect relating to the Company or an OTH Company; or (2) from any Governmental Authority alleging that the Company or an OTH Company is not in compliance with any applicable Law or Order. (d) Each of its Subsidiaries is pending orthe Company and the OTH Companies, to the Knowledge knowledge of the CompanyOTH Owners, threatenedhas all permits, norlicenses, authorizations, consents, approvals and franchises from Governmental Authorities required to conduct their businesses as currently conducted (“Permits”) and such Permits are valid and in full force and effect. Each of the Company and the OTH Companies, to the Knowledge knowledge of the CompanyOTH Owners, has any United States federal or state Governmental Authority indicated an intention to conduct is in compliance with the same. To the Knowledge terms of the Companysuch Permits and, 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence none of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a wholethe OTH Companies has received written notice from any Governmental Authority threatening to revoke, or preventindicating that it is investigating whether to revoke, materially delay or materially impair the consummation of the Transactionsany such Permits.

Compliance with Laws; Permits. The (a) Except as would not be reasonably expected to be, individually in the aggregate, material to the Company Group, taken as a whole, each member of the Company Group and its Subsidiaries are to the Knowledge of the Seller, each Minority Investment Entity, is, and since January 1, 2023 has been, in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset such member of the Company or any Group. (b) Each member of its Subsidiaries is bound or affected, except for such non-compliance that is notthe Company Group, and to the Knowledge of the Seller each Minority Investment Entity, holds all material Permits required for the operations of their respective businesses (“Material Permits”). Since January 1, 2023, the Company Group, and to the Knowledge of the Seller each Minority Investment Entity, has conducted business in compliance in all material respects with the terms of all Material Permits. Since January 1, 2023, (i) no member of the Company Group, and to the Knowledge of the Seller no Minority Investment Entity, has been notified in writing that any Material Permit will not be renewed or that it will be subject to revocation, suspension, material limitation or material adverse modification and (ii) no member of the Company Group, and to the Knowledge of the Seller no Minority Investment Entity, has received written notice or written warning from any Governmental Authority with respect to any failure or alleged failure of a member of the Company Group to comply with any Material Permit, Order or Law, which failure would not be, or would reasonably be expected to be, individually or in the aggregate, materially detrimental material to the Company and any of its SubsidiariesGroup, taken as a whole. (c) Except as set forth on Section 4.09(c) of the Seller Disclosure Schedule, the Company Group, and to the Knowledge of the Seller, each Minority Investment Entity, (i) is, and since January 1, 2023 has been, in compliance with all Orders applicable to members of the Company Group, their respective assets or properties and their respective businesses and (ii) since January 1, 2023, has not paid or incurred any material penalty or fine imposed by any Governmental Authority regarding any actual or alleged violation or, or preventfailure to comply with, materially delay any such applicable Law or materially impair Order. None of (A) the consummation Seller, (B) any of its officers or directors, (C) any of its equityholders who owns at least two percent (2%) of the Transactions. No investigation by Equity Interests of the Seller or is a licensed insurance agent, or (D) any employee of the Company Group or to the Knowledge of the Seller, of any Minority Investment Entity, who is also a licensed insurance agent or any officer or director of the Company Group or to the Knowledge of the Seller, of any Minority Investment Entity, is, and has never been, charged, arrested or convicted of any felony, or misdemeanor involving theft, conspiracy, conversion, embezzlement, crimes of dishonesty, acts of fraud, or money laundering, or involved in the making of any false filing with any Governmental Entity, or subject to any Order in connection with any of the foregoing, or was or is subject to any Action or Order with any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has foregoing (including any United States federal suspension or state Governmental Authority indicated an intention to conduct the same. To the Knowledge of the Company, no material change is required in the Company’s or expulsion from any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactionsself-regulatory organization).

Compliance with Laws; Permits. The Company (a) Except as set forth in Schedule 3.4(a) and its Subsidiaries are in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance matters that is not, and would not reasonably be expected to behave a Sellers' Material Adverse Condition, individually or in the aggregate, materially detrimental to (i) the Company and the Business are operating, and the Company’s assets are being maintained and operated, in compliance with all Applicable Laws, (ii) the Seller Parties are not involved in any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect Proceeding relating to the Company's assets or the Business seeking to impose fines or penalties or seeking injunctive relief for violation of any Applicable Laws and Permits, nor has any Person asserted in writing that any the Company has violated or any is in violation of its Subsidiaries Applicable Laws, and (iii) there is no pending or, to the Knowledge Seller’s Knowledge, threatened Proceeding or other form of material review relating to the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority indicated an intention to conduct the same. To the Knowledge of the Company, no material change is required in the Company’s assets or the Business with respect to any of its Subsidiaries’ processesApplicable Law or Permit. (b) To Seller's Knowledge, properties or procedures in connection with any such Laws, and the Permits listed on Schedule 3.4(b) comprise all material Permits (excluding Environmental Permits) necessary to enable the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured to own and use the Company's assets and conduct the Business as of currently conducted. Except as set forth on Schedule 3.4(b), the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with the terms and conditions of all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conductedsuch Permits, except those the absence of for such failures which would not reasonably be expected to behave a Sellers' Material Adverse Condition, individually or and no Proceedings are pending or, to Seller's Knowledge, threatened that may result in the aggregaterevocation, materially detrimental to the Company and its Subsidiariescancellation, taken as a wholesuspension, limitation or prevent, materially delay or materially impair the consummation adverse modification of any of the Transactionssame. Except for matters that would not reasonably be expected to have a Sellers' Material Adverse Condition, there are no defects in any of such Permits. All of the Permits are currently valid, in good standing and in full force and effect in all material respects, except for such failures which would not reasonably be expected to have a Sellers' Material Adverse Condition. To Seller's Knowledge, there are no material defects in any of the Permits, except for such defects which would not reasonably be expected to have a Sellers' Material Adverse Condition.

Compliance with Laws; Permits. (a) The Company and its Subsidiaries are Purchaser has complied in compliance a timely manner with all federal, state and local laws, statutesrules and regulations, ordinances, codesjudgments, rulesdecrees, regulationsorders, directiveswrits and injunctions of all United States federal, decrees state, local, foreign governments and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding agencies thereof that affect the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company assets or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affectedPurchaser, except for any such non-compliance failure to comply that is not, and would not have, or be reasonably be expected likely to behave, individually or in the aggregate, materially detrimental to a Purchaser Material Adverse Effect; and no written notice, charge, claim, action or assertion has been received by the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending Purchaser or, to the Knowledge Purchaser’s knowledge, has been filed, commenced or threatened against the Purchaser alleging any material violation of any of the Companyforegoing. (b) The Purchaser currently has all Permits which are required for the ownership of the Purchaser’s properties and assets and the conduct of the Purchaser’s business as presently conducted. The Purchaser is not in default or violation, threatenedand no event has occurred which, norwith notice or the lapse of time or both, would constitute a default or violation, of any term, condition or provision of any Permit to which the Purchaser is a party, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct which its business as presently conductedconducted is subject or by which any of its properties or assets are bound, except those where the absence existence of which such default or violation would not have, or be reasonably be expected likely to behave, individually or in the aggregate, materially detrimental a Purchaser Material Adverse Effect. All applications required to have been filed for the Company renewal of any Permit of the Purchaser have been duly filed on a timely basis with the appropriate Governmental Entity, and its Subsidiaries, taken as all other filings required to have been made with respect to any such Permit have been duly made on a wholetimely basis with the appropriate Governmental Entity except where the failure to file would not have, or preventbe reasonably likely to have, materially delay individually or materially impair in the consummation of the Transactionsaggregate, a Purchaser Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company is and has been in compliance in all material respects with any and all Laws applicable to it and its Subsidiaries are in compliance business, properties and/or assets. Except as set forth on Schedule 3.11(a) of the Disclosure Schedules, (i) the Company has not received any written notices of any violation or deficiency with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with respect to any Laws applicable to the Company Plansor its business, which properties or assets; (ii) the Company is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12not in default under, and compliance no condition exists (whether covered by insurance or not) that with Health Care Lawsor without notice or lapse of time or both would constitute a default under, which is governed by Section 3.22)or breach or violation of, any material Law applicable to the Company or any of its Subsidiaries business, properties or by which any property, business or asset of assets; (iii) the Company has not received any notice of any formal or any of its Subsidiaries is bound informal investigation or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental review related to the Company and is being or has been conducted by any of its Subsidiariescommission, taken as a wholeboard or other Governmental Authority, or preventand, materially delay or materially impair to the consummation Knowledge of the Transactions. No Company, no such investigation by or review is scheduled, pending or threatened; (iv) the Company has not made any voluntary disclosure to any Governmental Authority with respect to any actual or potential non-compliance with any Laws applicable to the Company or its business, properties or assets; and (v) the Company has not been the subject to any criminal Actions or convicted of any felony or misdemeanor. (b) The Company holds all Permits that are necessary for the Company to own, operate or lease its Subsidiaries properties and assets and to carry on its business as currently conducted, a correct and complete list of which is set forth in Section 3.11(b) of the Disclosure Schedule. Except as set forth in Section 3.11(b) of the Disclosure Schedule, (i) the Company is and has been in compliance in all material respects with such Permits and (ii) no Action is pending or, to the Knowledge of the Company, threatenedthreatened to modify, norsuspend, to the Knowledge revoke, withdraw, terminate or otherwise limit any such Permits. None of the Company, has any United States federal or state Governmental Authority indicated an intention to conduct the same. To the Knowledge material Permits of the CompanyCompany will be subject to termination or impairment or will become subject to consent, no material change is required in the Company’s or any of its Subsidiaries’ processesapproval, properties or procedures in connection with any such Laws, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of reissuance by the date of this Agreement. The Company and its Subsidiaries each has obtained and is applicable Governmental Authority, in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually whole or in the aggregatepart, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair result of the consummation of the Transactionstransactions contemplated hereby, including the Mergers.

Compliance with Laws; Permits. The Company (a) This Section 3.17 is not intended to and does not relate to the subject matter specifically addressed in and covered by the representations and warranties set forth in Sections 3.9 (Taxes), 3.14 (Employee Benefits Plans), 3.15 (Labor), 3.18 (Environmental Matters), and 3.20 (Regulatory Matters). Each of the Company, its Subsidiaries are Subsidiaries, the Managed Projects and, to the Knowledge of the Company, the Specified Projects is in compliance in all material respects with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plansits business, which is governed by Section 3.11, compliance with Environmental operations or assets (other than those Laws, the consequences of the violation of which is governed by Section 3.12would be immaterial to the Company, and compliance its Subsidiaries, the Managed Projects or any of the Specified Projects). None of the Company, any of its Subsidiaries, any of the Managed Projects or, to the Knowledge of the Company, any of the Specified Projects has received any notice of or been charged with Health Care any material violation of any Laws (other than those Laws, the consequences of the violation of which is governed by Section 3.22), applicable would be immaterial to the Company Company, its Subsidiaries, the Managed Projects or any of the Specified Projects). To the Knowledge of the Company, none of the Company, any of its Subsidiaries or by which any property, business or asset of the Company Underlying Projects is under investigation with respect to any material violation of any Laws and, to the Knowledge of the Company, there are no facts or circumstances which could form the basis for any such violation. (b) Each of the Company, its Subsidiaries, the Managed Projects and, to the Knowledge of the Company, the Specified Projects currently has all Permits (other than those Permits, the consequences of the failure of which to have would be immaterial to the Company, its Subsidiaries, the Managed Projects or any of the Specified Projects) that are required as of the date hereof for the ownership and operation of its Subsidiaries is bound or affected, except for such non-compliance that is notbusiness as presently conducted, and each such Permit set forth in Schedule 3.17(b)(i) is final, in full force and effect, and nonappealable (“Company Permits”). Schedule 3.17(b)(ii) sets forth a complete list, as of the date hereof, of Permits (other than those Permits, the consequences of the failure of which to have would not reasonably be expected to be, individually or in the aggregate, materially detrimental immaterial to the Company Company, its Subsidiaries, the Managed Projects or any of the Specified Projects) that have been applied for and not received, by or on behalf of, each of the Company, its Subsidiaries, the Managed Projects and, to the Knowledge of the Company, the Specified Projects. None of the Company, any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation any of the Transactions. No investigation by any Governmental Authority with respect Managed Projects or, to the Company or Knowledge of the Company, any of its Subsidiaries the Specified Projects is in material default or material violation, and no event has occurred which, with notice or the lapse of time or both, would constitute a material default or material violation, of any term, condition or provision of any Company Permit. Except as set forth in Schedule 3.17(b)(iii), there have not been any and there are currently no Legal Proceedings pending or, to the Knowledge of the Company, threatenedthreatened by any Governmental Body, norwhich have resulted or could reasonably be expected to result in revocation, cancellation, suspension or any adverse modification of any Company Permits or the failure to grant any Permit that has been applied for but not yet received. None of the Company Permits or the applications for Permits that has been applied for but not yet received, will be materially impaired or in any way materially affected (including with respect to the renewal or transfer thereof) by the consummation of the transactions contemplated by this Agreement; provided, however, that, with respect to Permits relating to the Specified Projects, the foregoing is to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions.

Compliance with Laws; Permits. (a) The Company Business, taken as a whole (and its Subsidiaries are all activities undertaken by or on behalf of the Seller and members of the Seller Group in compliance with all federalrespect of the Business, state the Products, the Compounds and local lawsthe Purchased Assets), statutesis (are) not, ordinancesand since [* * *] has (have) not been, codes, rules, regulations, directives, decrees and Orders conducted in violation of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with any Laws applicable to the Company PlansSeller or any members of the Seller Group, which is governed by Section 3.11in each case, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable respect to the Company Business, the Products, the Compounds or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affectedPurchased Assets, except for such non-compliance that is notviolations which would not be, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental material to the Company and Business. Since [* * *], neither the Seller nor any member of the Seller Group has received any written notice of any violation of any of its Subsidiariesthe foregoing. (b) Neither the Seller nor any member of the Seller Group (including any of their officers, taken as a wholedirectors, or preventother persons associated with or acting on their behalf): (i) is a Restricted Person, materially delay (ii) has, whether directly or materially impair indirectly, violated any Anti-Corruption Laws, Anti-Money Laundering Laws or any Sanctions or engaged in any dealings with or for the consummation benefit of any Restricted Persons; or (iii) is or has been the Transactions. No investigation subject of any Action by or before any Governmental Authority with respect to the Company or any of its Subsidiaries is customer regarding any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions and no such Actions are pending or, to the Knowledge of the CompanySeller, have been threatened, nor, and there are no facts or circumstances that could reasonably be expected to the Knowledge of the Company, has give rise to any United States federal or state Governmental Authority 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 such Actions in connection with any such Lawsthe Business (provided that no representation is given with respect to the Mundipharma Network or in respect of Melinta). (c) The Seller Group holds, and has at all times since [* * *] held, all Permits of and from all, and have made all declarations and filings with, Governmental Authorities necessary for the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as lawful conduct of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permitsBusiness (each, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“LicensesMaterial Permit”) necessary to conduct its business as presently conducted), except those the absence of for failures to hold such Permits, and to make such declarations and filings, which would not be, or would not reasonably be expected to be, individually or in the aggregate, materially detrimental have a Business Material Adverse Effect. All Material Permits are valid and in full force and effect and the Seller Group is in compliance with all Material Permits, except for noncompliance which would not be, or would not reasonably be expected to be, individually or in the aggregate, material to the Company Business. No member of the Seller Group (i) has received written notice of non-compliance with any Material Permit or suspension or cancellation of any Material Permit and its Subsidiaries(ii) to the Knowledge of the Seller, taken as a wholeno event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Material Permit, except, in the case of clauses (i) or (ii), for any such revocation, suspension, lapse or limitation which would not be, or preventwould not reasonably be expected to be, materially delay individually or materially impair in the consummation aggregate, material to the Business. Section 4.9(c) of the TransactionsDisclosure Schedules sets forth a true, correct and complete list of all Business Permits as of the date of the Agreement.

Compliance with Laws; Permits. The Company (a) Except as disclosed on Schedule 3.8(a), each Seller is and its Subsidiaries are for the past three (3) years has been in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company PlansAcquired Assets or Sellers’ respective ownership, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company operation or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affectedmaintenance thereof, except for where such non-compliance that is would not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental be reasonably expected to be material to the Company and any of its SubsidiariesAcquired Assets or the Business (in each case, taken as a whole). (b) Schedule 3.8(b) sets forth, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance , all material Permits with all permitsGovernmental Entities held by Sellers that are required for the ownership, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued operation or granted by a Governmental Authority (“Licenses”) necessary to conduct its business maintenance of the Acquired Assets as presently currently conducted, except those (i) any such Permits relating to the absence prior (as opposed to current) construction (and not existing operation or maintenance) of which a Facility (or a portion thereof) or (ii) the activities undertaken or to be undertaken in connection with the SRFAP Closure and Gavin Landfill Project. Except as set forth on Schedule 3.8(b) and other than where any non-compliance, failure to be in full force or effect or violation would not not, in the aggregate, reasonably be expected to be, individually or in the aggregate, materially detrimental be material to the Company and its SubsidiariesAcquired Assets or the Business (in each case, taken as a whole), (i) Sellers are in compliance, in all material respects, with the terms of all such Permits; (ii) each such Permit is in full force and effect; and (iii) Sellers and their Affiliates have not received written notice from any Governmental Entity of any material violation of any such Permit during the last three (3) years through the date of this Agreement. (c) This Section 3.8 does not relate to (i) matters related to employee benefits plans, which are addressed in Section 3.12, (ii) matters related to labor and employment practices, which are addressed in Section 3.13, (iii) matters related to Environmental Laws or preventEnvironmental Claims, materially delay which are addressed in Section 3.14 (other than relating to Permits required under Environmental Law) or materially impair the consummation of the Transactions(iv) matters related to Taxes, which are addressed in Section 3.16.

Compliance with Laws; Permits. The Company and its Subsidiaries are (a) Except as set forth in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”Schedule 3.10(a) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and as would not reasonably be expected to be, individually or in the aggregate, materially detrimental be material to the Company ADS Business (in respect of the ADS Assets and any of its Subsidiariesthe ADS Companies), the ADS Assets, and the ADS Companies, taken as a whole: (i) the ADS Business, or preventthe ADS Companies and the ADS Assets are being operated, materially delay or materially impair and in the consummation past three (3) years have been operated, in compliance with all applicable Laws, Orders and ADS Permits; and (ii) none of the Transactions. No investigation by any Governmental Authority with respect to the Company or ADS Companies, nor any of its Subsidiaries is pending the ADS Sellers in respect of the ADS Assets or the ADS Business has received, during the past three (3) years (or earlier if remaining unresolved), any written communication, or, to the Knowledge of the CompanyADS Sellers, threatenedoral communication from a Governmental Authority that alleges any, norand, to the Knowledge of the CompanyADS Sellers, has any United States federal or state Governmental Authority indicated an intention to conduct the same. To the Knowledge of the Company, there is 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted investigation pending by a Governmental Authority with respect to any, violation of any Laws or Orders applicable to the conduct of the ADS Business or by which any ADS Asset is bound or affected. (“Licenses”b) necessary to conduct its business Except as presently conducted, except those the absence of which set forth on Schedule 3.10(b)(1) or as would not reasonably be expected to be, individually or in the aggregate, materially detrimental be material to the Company ADS Business (in respect of the ADS Assets and its Subsidiariesthe ADS Companies), the ADS Assets, and the ADS Companies, taken as a whole: (i) each of the ADS Companies or the ADS Sellers, as applicable, has, and in the past three (3) years has had, all ADS Permits (which ADS Permits include all ADS Permits issued pursuant to, or preventin respect of, materially delay any Environmental Law) necessary to enable it to conduct the ADS Business and operate the ADS Assets and the assets and properties of the ADS Companies as are currently conducted or operated; and (ii) each ADS Company and ADS Seller, as applicable, is and has been in compliance with the terms and conditions of all ADS Permits and all of the ADS Permits are currently valid, in good standing and in full force and effect. None of the ADS Companies nor any of the ADS Sellers, as applicable, has received any written or, to the Knowledge of the ADS Sellers, oral notification from any Governmental Authority of its intent to suspend, terminate or materially impair and adversely modify any material ADS Permit. Schedule 3.10(b)(2) sets forth a complete list of all ADS Permits that are material to the consummation ADS Business (in respect of the TransactionsADS Assets and the ADS Companies) , the ADS Assets, and the ADS Companies, taken as a whole (including such ADS Permits issued pursuant to, or in respect of, any Environmental Law). (c) Each ADS Seller (to the extent it relates to the ADS Business), each ADS Company and the ADS Business, and each of their respective directors, officers, and to the Knowledge of the ADS Sellers, employees and agents, and any other Person acting on behalf of any of the foregoing, is, and in the last five (5) years has been, in compliance with all applicable Anti-Corruption Laws. (d) None of the ADS Sellers (to the extent it relates to the ADS Business), none of the ADS Companies, nor the ADS Business nor any director or officer of the ADS Sellers, the ADS Parent or the ADS Companies or, to the Knowledge of the ADS Sellers, any other Person acting on its behalf has offered, given, authorized, or promised, anything of value, directly or indirectly, to any Person, including to any Public Official, for the purpose of (i) improperly influencing any official act or decision of such Person; (ii) inducing such Person to do or omit to do any act in violation of a lawful duty; or (iii) securing any improper benefit or favor for the ADS Companies, or the ADS Business or in connection with this Agreement. (e) No officers, directors, majority owners or, to the Knowledge of the ADS Sellers, employees, in each case, of any ADS Company is a Public Official. (f) None of the ADS Sellers (to the extent it relates to the ADS Business), nor any of the ADS Companies has made a voluntary, directed, or involuntary written disclosure, or to the Knowledge of the ADS Sellers, oral disclosure to any Governmental Authority (including but not limited to the U.S. Department of Justice, U.S. Securities Exchange Commission, or U.K. Securities Fraud Office) with respect to any alleged act or omission arising under or relating to any non-compliance with any Anti-Corruption Law.

Compliance with Laws; Permits. The Company (a) Each Seller Entity (in each case, with respect to the Business) is, and its Subsidiaries are for the past three (3) years has been, in compliance in all material respects with all federal, state and state, local lawsor foreign statute, statuteslaw, ordinancesordinance, codestreaty, rulesrule, regulationscode, directivesregulation, decrees and Orders writ, restriction, act, approval, Judgment, award, decree, principle of common law or other binding directive or legal restraint, in each case, issued, enacted, promulgated or enforced by or before a Governmental Authorities Authority having competent jurisdiction over a given matter (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company PlansBusiness. (b) Section 4.09(b) of the Disclosure Letter sets forth a list of all licenses, which franchises, permits, certificates, approvals, registrations and authorizations from Governmental Authorities (collectively, “Permits”) constituting a Transferred Permit that are material to the Business and currently held or being applied for by any Seller Entity or any other Subsidiary of Seller in connection with the ownership of the Transferred Assets or the operation of the Business. Each Seller Entity is governed by Section 3.11, in compliance in all material respects with Environmental Laws, which is governed by Section 3.12the Transferred Permits. All Transferred Permits are valid and in full force and effect, and compliance with Health Care Lawsno Seller Entity or any other Subsidiary of Seller has, which is governed by Section 3.22)in the past three (3) years, applicable received written notice, or to the Company or Knowledge of Seller oral notice, that any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries Transferred Permit is bound or affected, except for such non-compliance that is notnot in full force and effect, and except as would not reasonably be expected to benot, individually or in the aggregate, materially detrimental reasonably be expected to be material to the Company and any of its Subsidiaries, Business taken as a whole, no Action is pending or preventthreatened in writing, materially delay or materially impair to the consummation Knowledge of the TransactionsSeller, threatened orally, to suspend, terminate, cancel, revoke or limit any such Transferred Permit. (c) Except as would not reasonably be expected to be material, individually or in aggregate, to the Business taken as a whole, each Seller Entity, and each of its respective directors and officers acting in such capacity, and to the Knowledge of Seller, each employee, agent and advisor of the Business acting on its behalf, is currently, and in the past six (6) years has been, in compliance with (i) the U.S. Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder (the “FCPA”) and (ii) the provisions of applicable anti-bribery, anti-corruption, anti-money laundering and sanctions Laws of each jurisdiction in which the Business operates. The Seller Entities have instituted and maintain policies and procedures reasonably designed to ensure compliance by the Business with the FCPA and other anti-bribery, anti-corruption, anti-money laundering and sanctions Laws in each jurisdiction in which the Business operates. No investigation Seller Entity, nor any of their respective directors or officers, nor to the Knowledge of Seller any of their respective employees, agents or advisors acting on a Seller Entity’s behalf, - 40 - is designated on the list of Specifically Designated Nationals and Blocked Persons maintained by the United States Department of Treasury Office of Foreign Assets Control (OFAC). (d) In the past six (6) years, (i) no Seller Entity, nor any of their respective directors or officers, nor to the Knowledge of Seller any of their respective employees, agents or advisors acting on a Seller Entity’s behalf, have been, or have engaged in any dealings with or for the benefit of any person that has been at the time of such dealings (A) the subject or target of sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of State, or any other equivalent U.S. or non-U.S. Governmental Authority with respect (collectively, “Sanctions”), or (B) located in, organized in, or a resident of any country or territory subject to, or the government of which is subject to, Sanctions, including Cuba, Iran, North Korea, Sudan, Syria, Venezuela, the Crimea region of Ukraine, the so-called “Donetsk People’s Republic,” and the so-called “Luhansk People’s Republic”; and (ii) each Seller Entity, their respective directors and officers, and to the Company or Knowledge of Seller, their respective employees, agents and advisors acting on such Seller Entity’s behalf, have been in compliance in all material respects with Sanctions, export controls, and anti-boycott Laws, including, without limitation, those administered by the U.S. Department of Commerce, OFAC, and import controls, including, without limitation, valuation, classification, and duty treatment requirements of imported merchandise and other U.S. import laws administered by U.S. Customs and Border Protection (collectively, “Trade Control Laws”). (e) In the past six (6) years, no Seller Entity, nor any of its Subsidiaries is pending their respective directors or officers, nor to the Knowledge of Seller any of their respective employees, agents or advisors acting on a Seller Entity’s behalf, have been the subject to any written or, to the Knowledge of the CompanySeller, threatenedother investigation, norwritten or, to the Knowledge of the CompanySeller, has any United States federal other inquiry or state Governmental Authority indicated an intention enforcement proceedings by, or have received a written or, to conduct the same. To the Knowledge of the CompanySeller, no material change is required in the Company’s or any of its Subsidiaries’ processesother request for information from, properties or procedures in connection with any such Laws, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those regarding the absence of which would not reasonably be expected to be, individually FCPA or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsTrade Control Laws.

Compliance with Laws; Permits. The Company (a) Since December 31, 2019, Seller and its Subsidiaries are have not been in compliance with all federalviolation of and, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plansknowledge of Seller, which is governed by Section 3.11have not been under investigation with respect to and have not been threatened in writing to be charged with or give notice of any violation of, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable any Applicable Law relating to the Company or any of its Subsidiaries or by which any property, business or asset conduct of the Company or any of its Subsidiaries is bound or affectedBusiness, except for such non-compliance that is in each case of the foregoing as would not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental reasonably be expected to be material to the Company and any of its SubsidiariesBusiness, taken as a whole. (b) Since December 31, or prevent2019, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company Seller and its Subsidiaries each has obtained and is in compliance with have held all permits, licenses, certificationsregistrations, regulatory clearances, approvals, registrations, consents, authorizations, franchises, variances, exemptions certifications and orders issued or other similar items granted by or issued pursuant to the authority of a Governmental Authority and necessary for the operation of the Business (collectively, “LicensesPermits”) necessary to conduct its business as presently conducted), except those for those, the absence of which would not reasonably be expected to bewhich, individually or in the aggregate, materially detrimental would not reasonably be expected to have a Material Adverse Effect. As of the date of this Agreement, there are no actions or proceedings pending or, to the Company and knowledge of Seller, threatened in writing, which would reasonably be expected to result in the revocation or termination of any such Permit, except for any such revocation or termination as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole. (c) No Representative of Seller or any of its Subsidiaries is or, since December 31, 2019, has been party to: (i) the use of any Purchased Asset or any other assets of Seller or any of its Subsidiaries for improper or unlawful contributions, gifts, entertainment or other improper or unlawful expenses relating to political activity or to the making of any direct or indirect improper or unlawful payment to government officials or employees, or private officers or employees, from such assets; (ii) the establishment or maintenance of any improper, unlawful or unrecorded fund of monies or other assets; (iii) the making of any false or fictitious entries on the books or records of Seller or any of its Subsidiaries; (iv) the making of any improper, unlawful or undisclosed payment; or (v) the making or authorization of any payment, contribution, or gift of money, property or services involving the direct or indirect use of any funds of Seller or any of its Subsidiaries (including entertainment or other expenses), in each case in contravention of Applicable Law, (A) as a “kickback” or bribe to any Person, or (B) to any political organization or the holder of (or Person who seeks) any elective or appointive public office related to political activity or otherwise related to political activity. (d) Since December 31, 2019, no Business Employee, Representatives of Seller or any of its Subsidiaries or any other Person acting on behalf of the Business, in each case in their capacity as such, is or has been engaged in any activity or conduct that has resulted or would reasonably be expected to result in a violation of any Anti-Corruption Laws or any Applicable Law relating to economic or trade sanctions, including the laws or regulations implemented by the Office of Foreign Assets Control of the United States Department of the Treasury and any similar laws or regulations in other jurisdictions. (e) Since December 31, 2019, except as set forth in Section 3.12(e) of the Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole, (i) to the knowledge of Seller there are no allegations of sexual harassment made against any officer or preventdirector of Seller or its Subsidiaries, materially delay or materially impair against any Representative thereof, and (ii) neither Seller nor any of its Subsidiaries has entered into any settlement agreement related to allegations of sexual harassment or sexual misconduct by a Representative of Seller or any of its Subsidiaries. (f) Since December 31, 2019, except as would not, individually or in the consummation aggregate, reasonably be expected to be material to the Business, taken as a whole, neither Seller nor any of its Subsidiaries has: (i) been under any administrative, civil or criminal investigation, audit, indictment or information request by any Governmental Authority; (ii) been the Transactionssubject of any audit or investigation by Seller, in each case, with respect to any alleged act or omission arising under or relating to any contract or subcontract with any Governmental Authority; or (iii) been debarred or suspended from doing business with any Governmental Authority nor received written notice that any such suspension or debarment action has been proposed; or (iv) been convicted of a crime for which the maximum potential sentence which could have been imposed exceeded imprisonment for one (1) year.

Compliance with Laws; Permits. The Company (a) Other than with respect to Laws concerning Taxes (which are addressed in Section 3.8 above), Laws concerning employee benefits (which are addressed in Section 3.9 above), Laws concerning unlawful payments (which are addressed in clause (c) of this Section 3.10 below), Environmental Laws (which are addressed in Section 3.13 below) and its Subsidiaries Laws concerning employees and labor matters (which are addressed in Section 3.14 below), each Seller, Purchased Entity and Subsidiary of a Purchased Entity is and, since December 1, 2008, has been in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which each Law that is governed by Section 3.10, compliance with Laws applicable to it in connection with the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to Business or the Company ownership or any of its Subsidiaries or by which any property, business or asset use of the Company Purchased Stock, the assets of the Purchased Entities and their Subsidiaries, the Purchased Assets or any of its Subsidiaries is bound or affectedthe Parent IP Assets, except for such non-compliance that is not, and where the failure to comply would not reasonably be expected to be, individually or in the aggregate, materially detrimental be material to the Company and any of its Subsidiaries, Business taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority . (b) Other than with respect to the Company or any Environmental Permits (which are addressed in Section 3.13 below), and except as set forth on Schedule 3.10(b), each Seller, Purchased Entity and Subsidiary of its Subsidiaries is pending or, to the Knowledge a Purchased Entity possesses all of the Company, threatened, nor, material Permits necessary for each of them to lawfully conduct and operate the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured Business as conducted as of the date of this Agreement. The Company , and its Subsidiaries each has obtained and of them is in material compliance in all respects with all such Permits. (c) The Sellers (with respect to the Business), the Purchased Entities and the Subsidiaries of the Purchased Entities have not, and their respective officers, directors, agents, employees or other Persons acting on their behalf have not, since January 1, 2007, directly or indirectly violated or taken any act in furtherance of violating any provision of the Foreign Corrupt Practices Act of 1977 (as amended), the U.K. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or any other anti-bribery or anti-corruption Laws of any jurisdiction where the Business is conducted (collectively, the “Anti-Corruption Laws”). In addition, without limiting the foregoing, since January 1, 2007, each Seller, Purchased Entity and Subsidiary of a Purchased Entity: (x) has maintained its Books and Records in a manner that, in reasonable detail, accurately and fairly reflects the transactions and disposition of their assets; (y) has not established or maintained any fund or asset that has not been recorded in the Books and Records; and (z) has maintained a system of internal accounting controls and procedures sufficient to ensure compliance with all permitsthe Anti-Corruption Laws. (d) Since January 1, licenses2007, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority the Sellers (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental with respect to the Company Business), the Purchased Entities and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation Subsidiaries of the TransactionsPurchased Entities, and their respective officers, directors, agents, employees or other Persons acting on their behalf: (i) have conducted their export transactions in accordance in all material respects with applicable provisions of U.S. export Laws (including the International Traffic in Arms regulations, the Export Administration Regulations, the antiboycott laws and the regulations administered by the Department of Treasury, Office of Foreign Assets Control), and other export Laws of any jurisdiction where the Business is conducted; and (ii) have not received any notices of material noncompliance, complaints or warnings with respect to its compliance with export Laws.

Compliance with Laws; Permits. (a) The Company Arion Business is being and, for the three years prior to the Agreement Date, has been conducted by Arion and its Subsidiaries in compliance with the Laws applicable thereto, and Arion and its Subsidiaries are in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plansits ownership of its assets and properties, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable in each case except to the Company or any of its Subsidiaries or by which any property, business or asset of extent that the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is failure to comply therewith would not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental reasonably be expected to be material to the Company and any of its SubsidiariesArion Business. Within the past three-year period, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or neither Arion nor any of its Subsidiaries is pending has received any written or, to the Knowledge knowledge of Arion, verbal notices of violation with respect to any Laws applicable to the conduct of the CompanyArion Business, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured each case other than as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to benot, individually or in the aggregate, materially detrimental reasonably be expected to be material to the Company Arion Business. (b) Arion and its SubsidiariesSubsidiaries collectively have all Permits necessary to conduct the Arion Business as presently conducted, taken as a wholeexcept where the failure to have any such Permits would not, individually or in the aggregate, reasonably be expected to be material to the Arion Business. Within the past three year-period, neither Arion nor any of its Subsidiaries has received any written or, to the knowledge of Sphinx, verbal notice from any Governmental Authority regarding (i) any actual or possible violation of any Permit, or preventany failure to comply in any respect with any term or requirement of any Permit or (ii) any actual or possible revocation, materially delay withdrawal, suspension, cancellation, termination or materially impair modification of any Permit, in each case other than as would not, individually or in the consummation of aggregate, reasonably be expected to be material to the TransactionsArion Business.

Compliance with Laws; Permits. The Company (a) CTP is, and for the past three years has been, in compliance, in all material respects, with all requirements of Law and all Governmental Orders to which CTP’s portion of the Transportation Products Business (or its Subsidiaries properties or assets) is subject or, to CTP’s Knowledge, that are applicable with respect to the foregoing. No Governmental Authority has provided any written notice or to the Knowledge of CTP any other notice or Governmental Order to CTP, or filed and served any complaint on CTP, in each case with respect to any alleged violation by CTP with respect to its portion of the Transportation Products Business of any requirement of Law or any Governmental Order, that remains unresolved as of the date hereof. (b) CTP holds and is, and for the past three years held and has been, in compliance in all material respects with all material Permits that are necessary for the operation of CTP’s portion of the Transportation Products Business as currently conducted, or that are necessary for the lawful ownership of its owned properties and assets. Section 3.10(b)(i) of the Disclosure Schedule sets forth a list of all material Permits that are held by CTP. Except as set forth in Section 3.10(b)(ii) of the Disclosure Schedule, all material Permits are in compliance with all federalfull force and effect and, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company PlansKnowledge of CTP, there is no circumstance that may be reasonably expected to invalidate any material Permit or render any material Permit liable to forfeiture or modification or affect their renewal. No Governmental Authority has provided any notice, citation, summons or order to CTP, or filed and served any complaint on CTP, in each case with respect to any alleged failure by CTP to have any Permit necessary for the operation of the Transportation Products Business, or that are necessary for the lawful ownership of CTP’s owned properties or assets that remains unresolved as of the date hereof. (c) None of the representations and warranties contained in Section 3.10 shall be deemed to relate to environmental matters (which is are governed by Section 3.11, compliance with Environmental Laws, ) or tax matters (which is are governed by Section 3.12, Section 3.13(c) and compliance with Health Care Laws, which is governed by Section 3.223.13(e), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsSection 3.14).

Compliance with Laws; Permits. The Company (i) Each Seller Party (solely in respect of the operation of the Business) is, and its Subsidiaries are each of the Transferred Group Companies are, and during the three (3) years prior to the date hereof have been, in compliance in all material respects with all federalapplicable Laws and (ii) during the three (3) years prior to the date hereof, state and local lawsneither Seller, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders nor any of the Seller Parties have received any written notice from any Governmental Authorities (collectively, “Laws”) (excluding compliance Body alleging any material noncompliance by or Liability of Seller or any Seller Party with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws respect to any such Law applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset operation of the Company or any of its Subsidiaries is bound or affectedBusiness, except for such non-compliance that is notexcept, and in each case, as would not reasonably be expected to be, individually or in the aggregate, materially detrimental be material to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation operation of the Transactions. No investigation by any Governmental Authority with respect to the Business. (i) All Permits required for Seller, a Seller Party or a Transferred Group Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority indicated an intention to conduct the same. To Business as conducted during the Knowledge of twelve (12)-month period prior to the Companydate hereof or to occupy the Transferred Real Property have been obtained by Seller or the applicable Seller Party and all such Permits, no material change is required including all Transferred Permits, are valid and in full force and effect, except where the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection with failure to obtain any such Laws, Permit or the failure to be valid and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company in full force and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which effect would not reasonably be expected to be, individually or in the aggregate, materially detrimental be material to the Company conduct of the Business, and its Subsidiaries(ii) to the Knowledge of Seller, taken each Seller or the applicable Seller Party is, and for the past three (3) years prior to the date hereof, has been in compliance in all material respects with all such Permits, except, in each case, as a wholewould not reasonably be expected to be material to the operation of the Business. (c) There has been no release or disposal of, contamination by, or preventexposure of any Person to, materially delay or materially impair the consummation of the Transactionsany Hazardous Materials, so as to give rise to any Liability for any Seller Party under any Environmental Laws, except for any such Liability that would not have a Material Adverse Effect.

Compliance with Laws; Permits. The Company and its Subsidiaries are (a) Seller is in compliance in all material respects with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to its operations or assets or the Company PlansBusiness, which is governed by Section 3.11, compliance and has not received any written or other notice of or been charged with Environmental the violation of any Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or except in any of its Subsidiaries or by which case for any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to beimpose any liability on Parent or Purchaser, individually or result in the aggregate, materially detrimental to the Company and a Lien on any of its Subsidiariesthe Purchased Assets, taken as a wholefollowing the Closing. To the Knowledge of Seller, or prevent, materially delay or materially impair the consummation of the Transactions. No Seller is not under investigation by any Governmental Authority with respect to the Company violation of any Laws and there are no facts or circumstances which could form the basis for any such violation, other than any violation that would not impose any liability on Parent or Purchaser, or result in a Lien on any of its Subsidiaries the Purchased Assets, following the Closing. (b) Schedule 5.16(b) contains a list of all Permits which are required for the operation of the Business as presently conducted (“Seller Permits”), other than those the failure of which to possess is immaterial. Seller currently holds all such Permits. Seller is not in default or violation, and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation, in any material respect of any term, condition or provision of any Seller Permit and, to the Knowledge of Seller, there are no facts or circumstances which could form the basis for any such default or violation, other than any default or violation that would not impose any liability on Parent or Purchaser, or result in a Lien on any of the Purchased Assets, following the Closing. There are no Legal Proceedings pending or, to the Knowledge of the CompanySeller, threatened, nor, relating to the Knowledge suspension, revocation or modification of any of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsSeller Permits.

Compliance with Laws; Permits. The Company (a) Except as set forth in Schedule 3.4(a) and its Subsidiaries are in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance matters that is not, and would not reasonably be expected to behave a Sellers’ Material Adverse Condition, individually or in the aggregate, materially detrimental to (i) the Company and the Business are operating, and the Company’s assets are being maintained and operated, in compliance with all Applicable Laws, (ii) the Seller Parties are not involved in any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect Proceeding relating to the Company’s assets or the Business seeking to impose fines or penalties or seeking injunctive relief for violation of any Applicable Laws and Permits, nor has any Person asserted in writing that any the Company has violated or any is in violation of its Subsidiaries Applicable Laws, and (iii) there is no pending or, to the Knowledge Seller’s Knowledge, threatened Proceeding or other form of material review relating to the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority indicated an intention to conduct the same. To the Knowledge of the Company, no material change is required in the Company’s assets or the Business with respect to any of its Subsidiaries’ processesApplicable Law or Permit. (b) To Seller’s Knowledge, properties or procedures in connection with any such Laws, and the Permits listed on Schedule 3.4(b) comprise all material Permits (excluding Environmental Permits) necessary to enable the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured to own and use the Company’s assets and conduct the Business as of currently conducted. Except as set forth on Schedule 3.4(b), the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with the terms and conditions of all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conductedsuch Permits, except those the absence of for such failures which would not reasonably be expected to behave a Sellers’ Material Adverse Condition, individually or and no Proceedings are pending or, to Seller’s Knowledge, threatened that may result in the aggregaterevocation, materially detrimental to the Company and its Subsidiariescancellation, taken as a wholesuspension, limitation or prevent, materially delay or materially impair the consummation adverse modification of any of the Transactionssame. Except for matters that would not reasonably be expected to have a Sellers’ Material Adverse Condition, there are no defects in any of such Permits. All of the Permits are currently valid, in good standing and in full force and effect in all material respects, except for such failures which would not reasonably be expected to have a Sellers’ Material Adverse Condition. To Seller’s Knowledge, there are no material defects in any of the Permits, except for such defects which would not reasonably be expected to have a Sellers’ Material Adverse Condition.

Compliance with Laws; Permits. The Company (a) Except as set forth in Section 4.08 of the Seller Disclosure Letter, Asset Seller is, and its Subsidiaries are has at all times since January 1, 2013 been, in compliance in all material respects with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees Laws and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plansconduct of the Business. Since January 1, which is governed by Section 3.112013, compliance Asset Seller has not (i) received any written notice that any Person, the Business, the Transferred Assets or the Assumed Liabilities have not complied in all material respects with Environmental Laws, which is governed by Section 3.12, all applicable Laws and compliance with Health Care Laws, which is governed by Section 3.22), Orders applicable to the Company or any of its Subsidiaries or by which any property, business or asset conduct of the Company Business, the Transferred Assets or any of its Subsidiaries is bound the Assumed Liabilities and (ii) been charged or affectedthreatened with, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending orand, to the Knowledge of the CompanySeller Parties, threatenedis not under pending investigation by a Governmental Authority with respect to, any material violation of any Law related to the ownership or operation of the Business, the Transferred Assets or the Assumed Liabilities. None of the Seller Parties is party to any Order, nor, as of the Agreement Date, have any of them been advised in writing by any Governmental Authority that it intends to seek any Order, in each case specifically affecting any of the Business, the Transferred Assets or the Assumed Liabilities that would prevent or delay the consummation of the Seller Transactions on the terms set forth herein. (b) The Advisor is, and has at all times since January 1, 2013 been, in compliance in all material respects with all Laws and Orders applicable to the conduct of its business. Since January 1, 2013, the Advisor has not (i) received any written notice that any Person has not complied in all material respects with all applicable Laws and Orders applicable to the conduct of the business of the Advisor and (ii) been charged or threatened with, and, to the Knowledge of the CompanySeller Parties, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted under pending investigation by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conductedwith respect to, except those the absence any material violation of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental any Law related to the Company and its Subsidiariesoperation of the business of the Advisor. None of the Seller Parties is party to any Order, taken nor, as a wholeof the Agreement Date, have any of them been advised in writing by any Governmental Authority that it intends to seek any Order, in each case specifically affecting the Advisor that would prevent or prevent, materially delay or materially impair the consummation of the Seller Transactions on the terms set forth herein. (c) The Asset Seller and the Advisor hold, and on the Second Closing Date the Asset Seller and the Advisor will hold, all Material Permits. Neither the Asset Seller nor the Advisor is in default under or is currently violating any Material Permit. Since January 1, 2013, neither the Asset Seller nor the Advisor has received any written notice from any Governmental Authority that it is in violation of or in default under any Material Permit. None of the Material Permits will be terminated or become terminable by the applicable Governmental Authority, in whole or in part, as a result of the consummation of the Seller Transactions.

Compliance with Laws; Permits. The Company and its Subsidiaries are in compliance with all federal(a) Except as set forth on Schedule 3.15, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 written notice and the Company otherwise has no knowledge that any overt notice of the Acquired Companies, Affiliated Property Owners or communication the Properties is in material violation of any applicable federal, state, local or foreign judgment, order, decree, or any material noncompliance with statute, law, ordinance, rule, regulation, code and any such Laws that has not been cured as judicial or administrative interpretation thereof, or any other government or rule of law ("Law") or order of any Governmental Authority applicable to any of the date Acquired Companies, the Affiliated Property Owners or the Properties. To the Company's Knowledge, the Acquired Companies and the Affiliated Property Owners have obtained all material licenses, permits and other authorizations and have taken all actions required by applicable Law in order to conduct their business as now or as previously conducted and, to the Company's Knowledge, there is no pending threat of modification or cancellation of the same. (b) To the Company's Knowledge, all material agreements, easements or other rights necessary to permit the lawful use and operation of the buildings and improvements on any Property (other than parcels ground leased to third parties, as to which the Company makes no representation or warranty pursuant to this Agreement. The Company Section 3.15(b)) or to permit the lawful use and its Subsidiaries each has operation of all driveways, roads and other means of egress and ingress to and from any Property have been obtained and is are in compliance full force and effect. Except as set forth on Schedule 3.15, all material work to be completed, payments to be made and financial undertakings required to be taken by any of the Acquired Companies or Affiliated Property Owners prior to the date hereof and the Closing pursuant to any contract entered into with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority in connection with a site approval, zoning reclassification or other similar action relating to a Property (“Licenses”other than parcels ground leased to third parties, as to which the Company makes no representation or warranty pursuant to this Section 3.15(b)) necessary have been paid or undertaken. (c) To the Company's Knowledge, none of the Acquired Companies or Affiliated Property Owners, nor any of their respective directors, officers, agents or employees has used any corporate or other funds for unlawful contributions, payments, gifts or entertainment or made any unlawful expenditures relating to conduct its business as presently conductedany political activity to government officials or others. To the Company's Knowledge, except those none of the absence Acquired Companies or Affiliated Property Owners nor any of which would not reasonably be expected to betheir respective directors, individually officers, agents or in the aggregateemployees have accepted or received any unlawful contributions, materially detrimental payments, gifts or expenditures. No Acquired Company or Affiliated Property Owner has been charged with or committed, or to the Company and its SubsidiariesCompany's Knowledge, taken as a wholebeen under investigation with respect to, or prevent, materially delay or materially impair the consummation any violation of the TransactionsForeign Corrupt Practices Act.

Compliance with Laws; Permits. The Company and its Subsidiaries are in compliance (a) Except as set forth on Section 2.09(a) of the Seller Disclosure Letter, Seller (with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable respect to the Company Plans, which Business) and each of the Nutrition Entities is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12not in violation of, and compliance with Health Care Lawsduring the past five (5) years, which is governed by Section 3.22)has not violated, any applicable to the Company Laws or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affectedOrders, except for such non-compliance violations that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental material to the Company and any of its Subsidiaries, Nutrition Entities taken as a whole. Each of Seller and the Nutrition Entities (as applicable) have all material governmental licenses, or preventpermits, materially delay or materially impair certificates, approvals and authorizations of a Governmental Authority (“Permits”) required for the consummation conduct of the TransactionsBusiness and the use of the properties and assets related to the Business, as presently conducted and used, and each of such Permits is valid, subsisting and in full force and effect. Except as set forth on Section 2.09(a) of the Seller Disclosure Letter, neither Seller (with respect the Business) nor any of the Nutrition Entities has, within the past five (5) years, received any written notice alleging any violation under any applicable Law or Order. No investigation investigations or review by any Governmental Authority with respect to the Company Business or any of its Subsidiaries the Nutrition Entities is pending or, to the Knowledge of the CompanySeller, threatened, nor, to the Knowledge of the Company, nor has any United States federal or state Governmental Authority indicated an intention to conduct the same, in each case, which has not been resolved. To the Knowledge of the CompanySeller, no material change is required in the Company’s or any of its SubsidiariesSeller’s (as it relates to the Business) or the Nutrition Entities’ processes, properties or procedures in connection with any such LawsPermits, Laws or Orders, and neither Seller nor any of the Company Nutrition Entities has not received any overt notice or communication of any material noncompliance non-compliance with any such Laws that has not been cured as Permits. (b) Within the last five (5) years, none of the date Nutrition Entities or any of this Agreement. The Company their respective directors or officers or, to the Knowledge of Seller, employees, consultants, sales representatives, distributors or agents, in each case in such capacity and its Subsidiaries each on behalf of the Nutrition Entities, has obtained and is (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to political activity, (ii) violated, directly or indirectly, any applicable anti-money laundering or anti-terrorism Law or has directly or indirectly engaged in compliance the export, reexport or otherwise dealt in property with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted any Person currently targeted by a Governmental Authority any U.S. sanctions list as administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“LicensesOFAC”), or (iii) necessary to conduct its business as presently conductedviolated, directly or indirectly, any International Trade Law, except those the absence of which in each case as would not be material to the Nutrition Entities taken as a whole. There are no pending internal or governmental investigations, inquiries or proceedings regarding any offense or alleged offense under any International Trade Laws, and to the Knowledge of Seller, there are no circumstances that would reasonably be expected to begive rise to any such investigation, individually inquiry or in proceeding. Within the aggregatelast five (5) years, materially detrimental the Nutrition Entities and each of their respective directors and officers, and to the Company Knowledge of Seller, employees, consultants, sales representatives, distributors, agents and its Subsidiariesbusiness partners, in each case in such capacity and on behalf of the Nutrition Entities, have complied at all times, and are in compliance, with all applicable U.S. and non-U.S. anti-corruption and anti-bribery Laws with respect to the Nutrition Entities, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.), except in each case as would not be material to the Nutrition Entities taken as a whole. In this regard, within the last five (5) years, the Nutrition Entities and each of their respective directors and officers, and, to the Knowledge of Seller, employees, consultants, sales representatives, distributors, agents and business partners, in each case, in such capacity and on behalf of the Nutrition Entities, have not given, offered, agreed or promised to give, or preventauthorized the giving, materially delay directly or materially impair indirectly, of any money or other thing of value to any Person as an inducement or reward for favorable action or forbearance from action or the consummation exercise of influence, except in each case as would not be material to the TransactionsNutrition Entities taken as a whole.

Compliance with Laws; Permits. The Company Seller has conducted and its Subsidiaries are continues to conduct the Business in compliance all material respects in accordance with all federal, state Laws and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws governmental orders applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company Seller or any of its Subsidiaries properties or by which any propertyassets, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending orand, to the Knowledge of Seller, Seller is not in violation of any such Law or governmental order in any material respect, and neither Seller nor Shareholder has received notice of any alleged violation of, nor citation for noncompliance with, any Law (except for minor violations or events of noncompliance which have been cured or remedied) including, without limitation, all applicable Laws relating to employment, employee benefits, and the CompanyAmericans With Disabilities Act, threatenedrelating to the Business or the Purchased Assets, norexcept in each {B0968884.12} case as set forth on Schedule 5.9. Seller holds in its name all material Permits required by Law for its ownership or leasehold interest in the Purchased Assets and its operation of the Business, all such Permits being listed on Schedule 5.9. Except as set forth on Schedule 5.9, all such Permits are in full force and effect, and Seller is not in default (or with the giving of notice or lapse of time or both, would be in default) under any such Permits in any material respect, and there are no proceedings pending, or to the Knowledge of Seller, threatened, that seek the Companyrevocation, has any United States federal cancellation, suspension or state Governmental Authority indicated an intention to conduct the sameadverse modification thereof. To the Knowledge of Seller, there are no events or conditions arising out of the Companyoperations of Seller that would prevent Purchaser from obtaining licenses, no Permits, certificates, and approvals necessary to carry on the operations of Seller as now conducted. Such Permits constitute all of the Permits necessary to permit Seller to own, operate, use and maintain its assets in all material change is required respects in the Company’s manner in which they are now operated and maintained and to conduct in all material respects the Business as currently conducted. A list of all Permit-related violations or citations issued with respect to any Location in the last three (3) years or which are unresolved, regardless of its Subsidiaries’ processeswhen issued, properties or procedures in connection with any such Lawsis set forth on Schedule 5.9, and the Company has not received any overt notice Seller will make available to Purchaser all material documentation relating to such violations or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactionscitations.

Compliance with Laws; Permits. (a) Since January 1, 2003, the Company and its Subsidiaries have been in compliance in all material respects with all Laws applicable to the SPS Business and none of the Company or its Subsidiaries has received any written notice of any failure to comply in any material respect with any such Laws. (b) The Company and its Subsidiaries have obtained all material Permits that are necessary to the conduct of their respective businesses as presently being conducted. All Permits are in compliance full force and effect, except where the failure to be in full force and effect would not reasonably be expected, individually or in the aggregate, to give rise to material Liability or interfere, in any material respect, with all federalthe conduct of the SPS Business. To the knowledge of Honeywell, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset none of the Company or any of its Subsidiaries is bound in violation or affecteddefault (other than immaterial violations or defaults) of any Permits, except for other than any such non-compliance that is not, and violations or defaults which would not reasonably be expected to beexpected, individually or in the aggregate, materially detrimental to give rise to material Liability or interfere, in any material respect, with the conduct of the SPS Business. None of the Company and or its Subsidiaries has received any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by written notification from any Governmental Authority with respect threatening to the Company or revoke any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of Permit other than revocations which would not reasonably be expected to beexpected, individually or in the aggregate, materially detrimental to give rise to material Liability or interfere, in any material respect, with the conduct of the SPS Business. (c) The Company and its SubsidiariesSubsidiaries are and, taken as a wholewithin the last two (2) years have been, or prevent, materially delay or materially impair the consummation in compliance in all material respects with all applicable provisions of the TransactionsGramm-Leach-Bliley Act and the rules and regulations related thereto a▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇e privacy laws and regulations including those related to the exchange, disclosure or sharing of customer or personal information or information security.

Compliance with Laws; Permits. The (a) Except with respect to (i) compliance with Law concerning employee matters (as to which certain representations and warranties are made pursuant to Sections 3.10 and 3.11), (ii) compliance with Environmental Laws (as to which certain representations and warranties are made pursuant to Section 3.12), and (iii) compliance with Law concerning Taxes (as to which certain representations and warranties are made pursuant to Section 3.9), and except as set forth in Section 3.8(a) of the Disclosure Schedules, the Company and its Subsidiaries are not, nor in compliance with all federalthe preceding two years have been, state and local lawsin conflict with, statutesdefault under or violation of, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable or to the Company PlansCompany’s Knowledge are being, which is governed or in the preceding two years have been investigated for, or are, or in the preceding two years have been, to the Company’s Knowledge, charged by Section 3.11any Governmental Authority with a violation of, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), any Law applicable to the Company or any of its Subsidiaries or by which any property, business property or asset of the Company or any of its Subsidiaries is are bound or affected, except for such non-compliance that is notconflicts, defaults, violations, investigations or charges that, individually or in the aggregate, have not resulted and would not reasonably be expected to result in material Liability to the Company and its Subsidiaries, taken as a whole, or otherwise would not reasonably be expected to be, individually or in the aggregate, materially detrimental material to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation . Except as set forth in Section 3.8(a) of the Transactions. No Disclosure Schedules, 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’s Knowledge, threatened, nor, to the Knowledge of the Company, nor has any United States federal or state Governmental Authority indicated an intention to conduct any such investigation or review, except for such investigations or reviews, the same. To outcomes of which if determined adversely to the Knowledge of the CompanyCompany or its Subsidiaries, no material change is required individually or in the Company’s or any of its Subsidiaries’ processesaggregate, properties or procedures have not resulted and would not reasonably be expected to result in connection with any such Laws, and material Liability to the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permitsSubsidiaries, licensestaken as a whole, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which otherwise would not reasonably be expected to be, individually or in the aggregate, materially detrimental material to the Company and its Subsidiaries, taken as a whole. (b) Except as set forth in Section 3.8(b) of the Disclosure Schedules, the Company and its Subsidiaries possess all governmental permits, approvals, orders, authorizations, consents, licenses, certificates, franchises, exemptions of, or filings or registrations with, or issued by, any Governmental Authority necessary for the operation of the business of the Company and its Subsidiaries as currently conducted (the “Permits”), except when the failure to possess such Permit would not reasonably be expected, individually or in the aggregate, to result in material Liability to the Company and its Subsidiaries, taken as a whole, or preventotherwise would not reasonably be expected to be, materially delay individually or materially impair in the consummation aggregate, material to the Company and its Subsidiaries, taken as a whole. Except as set forth in Section 3.8(b) of the TransactionsDisclosure Schedules, all Permits are in full force and effect, and there are no Actions pending or, to the Company’s Knowledge, threatened by any Governmental Authority that seek the revocation, cancellation, suspension or adverse modification thereof, except as would not reasonably be expected, individually or in the aggregate, to result in material Liability to the Company and its Subsidiaries, taken as a whole, or otherwise would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Except as set forth in Section 3.8(b) of the Disclosure Schedules, none of the Company and its Subsidiaries are in default, and, to the Knowledge of the Company, no condition exists that with notice or lapse of time or both would constitute a default, under the Permits, except as would not reasonably be expected, individually or in the aggregate, to result in material Liability to the Company and its Subsidiaries, taken as a whole, or otherwise would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Notwithstanding anything to the contrary set forth in this Agreement, the representation and warranty set forth in this Section 3.8(b) shall not apply to the U.S. Share Transaction to the extent it otherwise would not have applied as a result of the Merger. (c) Neither the Company, nor any of its Subsidiaries, nor any director, officer, employee nor, to the Knowledge of the Company, any agent or other Person acting for or on behalf of the Company or any of its Subsidiaries (in the case of directors, officers, employees, agents, and other Persons acting for or on behalf of the Company or any of its Subsidiaries, in connection with activities undertaken on behalf of the Company or any of its Subsidiaries) is or, in the last three years, has been in violation of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 or any other anti-bribery or anti-corruption or anti-money laundering laws applicable to the Company and its Subsidiaries in any manner that would reasonably be expected, individually or in the aggregate, to result in material Liability to the Company and its Subsidiaries, taken as a whole, or otherwise would reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, including any matter disclosed to a Governmental Authority. No officer, director or, to the Knowledge of the Company, any employee of the Company or its Subsidiaries or agent acting on behalf of the Company or any of its Subsidiaries, is a Government Official. (d) Neither the Company nor any of its Subsidiaries is, or in the preceding three years (i) has been in violation of any Export Control Laws or Import Laws in any manner that would reasonably be expected, individually or in the aggregate, to result in material Liability to the Company and its Subsidiaries, taken as a whole, or otherwise would reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, and (ii) has received any notice alleging any violation by the Company or its Subsidiaries of any Export Control Law or Import Law that would reasonably be expected, individually or in the aggregate, to result in material Liability to the Company and its Subsidiaries, taken as a whole, or otherwise would reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (e) Except as set forth in Section 3.8(e) of the Disclosure Schedules, as of the date of this Agreement, neither the Company nor any of its Subsidiaries, nor any director or officer, or, to the Knowledge of the Company, agent, employee or other Person acting for or on behalf of the Company or any of its Subsidiaries, is importing or, in the last three years, has imported any products or materials for which final liquidation has not yet occurred which are subject to or otherwise covered by an antidumping duty order or countervailing duty order that remains in effect or is subject to or otherwise covered by any pending antidumping or countervailing duty investigation. (f) The Company and its Subsidiaries, and their respective practices with regard to the collection, processing, storage, sharing, transfer, security and use of personal data (including, personally identifiable information) (“Data Practices”), are and have been in the preceding three years in compliance with all applicable Laws related to Data Practices, including privacy and data protection laws in any applicable jurisdiction, other than as has not been, and would not reasonably be expected, individually or in the aggregate, to be, material to the Company and its Subsidiaries, taken as a whole, and further, to the Knowledge of Company, no Person (including a Governmental Authority) has claimed, or has a legitimate claim for, Damages (including fines or penalties) from any Company or Subsidiary for a violation of the foregoing or otherwise arising out of the Data Practices.

Compliance with Laws; Permits. The Company (a) Except as disclosed on Schedule 4.12, the Sellers are conducting, and its Subsidiaries to the Knowledge of Sellers have conducted since January 1, 2023, the Business and Purchased Assets in compliance, in all material respects, with all applicable Laws, notices, approvals and Orders. Except as disclosed on Schedule 4.12, to the Knowledge of the Sellers, (i) each Seller is not in material breach of any Law, notice, approval or order applicable to it or the Business, and (ii) there are no facts or circumstances which could form the basis for any such material breach. Each Seller is not under investigation with respect to the violation of any Laws and to the Knowledge of the Sellers, there are no facts or circumstances which could form the basis for any such violation. None of the Sellers has received (A) any written notice or other communication that alleges that the Business is not in compliance in any material respect with all federalany Law, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws Order or Permit applicable to the Company PlansBusiness or the Purchased Assets or (B) any written notice or communication regarding any deficiencies in any material respect in the compliance practices, procedures, methodologies or methods of the Business or its employees or internal compliance controls, including any complaint, allegation, assertion or claim that the Business or its employees has engaged in illegal practices. (b) The Sellers have all material Permits which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12are required for the lawful operation of the Business as presently conducted and the ownership and operation of the Purchased Assets, and compliance with Health Care Lawseach such Permit is valid, which is governed by Section 3.22)binding and in full force and effect, applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, in each case except for such non-compliance that is not, and as would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken have a Material Adverse Effect. Except as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending orset forth on Schedule 4.12(b), to the Knowledge of the CompanySellers, threatened, nor, to the Knowledge none of the CompanySellers is or has been in material default or violation (and no event has occurred which, has with notice or the lapse of time or both, would constitute a default or violation) of any United States federal term, condition or state Governmental Authority indicated an intention provision of any Permit to conduct the samewhich it is a party. To the Knowledge Schedule 4.12(b) sets forth a list of all material Permits 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsSellers.

Compliance with Laws; Permits. (a) The Company and its Subsidiaries are Subject Companies have conducted their respective businesses in compliance in all material respects with all federalapplicable Laws, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees have not received written notice of any material violation or non-compliance thereof. The representations and Orders of Governmental Authorities (collectively, “Laws”warranties set forth in this Section 3.9(a) (excluding shall not apply to compliance with applicable Laws regarding the payment in respect of Taxes, (i) Tax matters (which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is are governed by Section 3.11), compliance with Environmental Laws, (ii) labor and employment matters (which is are governed by Section 3.123.15), and compliance with Health Care Laws, or (iii) environmental matters (which is are governed by Section 3.223.20). (b) Except as set forth in Section 3.9(b) of the Sellers Disclosure Letter, (i) each of the Subject Companies owns or possesses, and is in compliance with, all material Permits which are necessary to lawfully enable it to carry on its business and to own, lease, use or operate its assets and properties (each, a “Company Permit”), applicable to free and clear of any Liens (other than Permitted Liens); (ii) all of such Company Permits are valid, binding and in full force and effect; (iii) the Subject Companies have not received any written notice or claim from any Governmental Entity or other Person that asserts, or raises the possibility of assertion of, any noncompliance with any Company Permit and, no condition or state of facts exists that would provide a basis for any such assertion; and (iv) no loss, revocation, withdrawal, suspension, cancellation, termination of, or modification or expiration of any such Company Permits is pending or reasonably foreseeable (other than expiration upon the end of any term). (c) No Subject Company nor any of the Subject Companies’ directors or employees or any other Person acting on behalf of its Subsidiaries or by which any propertysuch Person has, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company business of the Subject Companies, directly or indirectly, taken any action that would cause any of such Subject Companies to be in material violation of the applicable anti-bribery Laws of the places where such Subject Companies operate or any of its Subsidiaries is pending or, other Law applicable to the Knowledge conduct of business with commercial or Governmental Entities or agents or representatives thereof. (d) Except as described in Section 3.9(d) of the CompanySellers Disclosure Letter, threatenedthe Subject Companies do not have any active agreements, norcontracts, to the Knowledge purchase orders, shipments, warranties, or other obligations or Liabilities, either financial or non-financial, involving Sanctioned Countries or any Persons set forth on a restricted party list maintained by any Governmental Entity. (e) Except as set forth in Section 3.9(e) of the Company, has any United States federal or state Governmental Authority indicated an intention to conduct the same. To the Knowledge of the CompanySellers Disclosure Letter, no material change Subject Company is required in the Company’s or subject to any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws Order that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably could be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as have a whole, or prevent, materially delay or materially impair the consummation material impact on any of the TransactionsSubject Companies.

Compliance with Laws; Permits. The Company (a) Sellers and its their respective Subsidiaries are in compliance compliance, in all material respects, with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company PlansBusiness. Except as related to or as a result of the filing or pendency of the Bankruptcy Cases, which is governed by Section 3.11since August 1, compliance with Environmental Laws2017 (i) no Seller or any Subsidiary thereof has received any written notice of, which is governed by Section 3.12or been charged with, the material violation of any Laws and compliance with Health Care Laws, which is governed by Section 3.22), applicable (ii) to the Company Knowledge of Sellers, no event has occurred or any circumstance exists that (with or without notice, passage of its Subsidiaries time, or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to beboth), individually or in the aggregate, materially detrimental to the Company and would constitute or result in a failure by any Seller or any of its SubsidiariesSubsidiaries to comply, taken in any material respect, with any applicable Law. Except as related to or as a whole, or prevent, materially delay or materially impair the consummation result of the Transactions. No investigation filing or pendency of the Bankruptcy Cases, no investigation, review or Litigation by any Governmental Authority with respect in relation to the Company any actual or alleged material violation of Law by any Seller or any of its Subsidiaries is pending or, to the Knowledge of the CompanySellers, threatened, nor, to the Knowledge of the Company, nor has any United States federal Seller or state any of its Subsidiaries received any written notice from any Governmental Authority indicated indicating an intention to conduct the same. To . (b) Sellers have all Permits which are required for the Knowledge operation 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business Business as presently conducted, and all such Permits are valid and in full force and effect, except those where the absence of which would not reasonably be expected to bewhich, individually or in the aggregate, materially detrimental would not be reasonably expected to be material to the Company and its SubsidiariesBusiness, taken as a whole. Sellers and their respective Subsidiaries are not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any Permit required for the operation of the Business as presently conducted and to which they are parties, except where such default or violation would not be reasonably expected to be material to the Business. (c) Each Seller, its Subsidiaries, their respective directors, officers and employees, and to the Knowledge of Sellers, each Seller’s and its Subsidiaries’ agents and representatives are and have, since August 1, 2017 been in compliance with (i) any economic sanctions laws or regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. State Department, the United Nations, Canada, the European Union, or preventthe United Kingdom (“Sanctions”) (ii) any laws or regulations concerning (a) the importation of merchandise or items (including technology, materially delay services, and software), including but not limited to those administered by U.S. Customs and Border Protection or materially impair the consummation U.S. Department of Commerce, and (iii) any Laws concerning the exportation or re-exportation of items (including technology, services, and software), including but not limited to those administered by the U.S. Department of Commerce (collectively, “Trade Controls”). None of the TransactionsSellers, their respective Subsidiaries or any of the foregoing’s respective officers, directors, agents, employees, or any third party acting on their behalf (A) is or has been designated on any sanctions-related list of restricted or sanctioned persons maintained by the United States, Canada, the European Union, or the United Kingdom, including OFAC’ s list of “Specially Designated Nationals and Blocked Persons”, (B) is located in, organized under the Laws of, or resident in any country or territory that is or whose government is, or has been in the past five (5) years, the target of comprehensive sanctions imposed by the United States, Canada, European Union or United Kingdom (including Cuba, Iran, North Korea, Sudan, Syria, Venezuela, and the Crimean region of the Ukraine), or (C) owned or controlled by any Person or Persons described in clause (A) or (B). There have been no claims, complaints, charges, investigations, voluntary disclosures, or Litigations under Trade Controls involving any Seller or any of its Subsidiaries, and to the Knowledge of Sellers, there are no pending or threatened claims or investigations involving suspect or confirmed violations thereof. (d) Since August 1, 2017, no Seller, any of its Subsidiaries, nor any of their respective directors, officers, employees, agents, representatives, or any Person acting on their behalf has violated any applicable anti-corruption law, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, or any national and international law enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions (“Anti-Corruption Laws”) or any applicable anti- money laundering laws. No Seller or any of its Subsidiaries or any of their respective directors, officers, employees, agents, representatives, or any Person acting on any of the foregoing’s behalf has paid, offered, promised, or authorized the payment of money or anything of value, directly or indirectly, to any government official, government employee, political party, political party official, candidate for public office, or officer or employee of a public international organization for the purpose of influencing any official act or decision or to secure any improper advantage. Since August 1, 2017, each Seller and each of its Subsidiaries has implemented and maintains effective internal controls, including accounting controls, reasonably designed to prevent and detect violations of all applicable Anti-Corruption Laws and anti-money laundering laws, and each Seller and each of its Subsidiaries has recorded and maintained accurate books and records, including appropriate and lawful supporting documentation, in compliance with applicable Anti- Corruption Laws and anti-money laundering laws. Since August 1, 2017, each Seller and each of its Subsidiaries has not been the subject of or involved in any Litigation or, to the Knowledge of Sellers, threatened Litigations, relating to non-compliance with Anti- Corruption Laws or anti-money laundering Laws, and there have been no allegations (internal or external) against any Seller or any of its Subsidiaries, or any of their respective directors, officers, employees, agents, material representatives, or any Person acting on behalf of any of the foregoing regarding non-compliance with any applicable Anti- Corruption Laws or anti-money-laundering law.

Compliance with Laws; Permits. The Company Except as would not be material to the Business, the Seller, the Asset Sellers and its Subsidiaries are the Acquired Companies have conducted within the prior two (2)-year period and continue to conduct the Business in compliance accordance with all federal, state Laws and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Governmental Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company PlansSeller, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, the Asset Sellers and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority Acquired Companies with respect to the Company Business and none of the Seller, the Asset Sellers or the Acquired Companies is in violation of any such Law or Governmental Order. The Seller, the Asset Sellers and the Acquired Companies hold all licenses, permits, authorizations, orders and approvals from, and have made all material filings, applications and registrations with, each Governmental Authority (collectively, the “Permits”) necessary for the operation of its Subsidiaries the Business as it is pending orconducted as of the date hereof, except where the failure to make such filings, applications or registrations would not be material to the Knowledge of Business. The Seller, the Company, threatened, nor, to Asset Sellers and the Knowledge of the Company, has any United States federal or state Governmental Authority indicated an intention Acquired Companies have conducted and continue to conduct the sameBusiness pursuant to and in compliance in all material respects with the terms of all such Permits. Section 3.11 of the Disclosure Schedule sets forth each Permit material to the operation of the Business as it is conducted as of the date hereof. To the Knowledge of the CompanySeller, no material change is required in each of the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, Asset Sellers to the extent Related to the Business and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and Acquired Companies is in compliance in all material respects with all permits(i) the Foreign Corrupt Practices Act of 1977, licensesas amended, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority any rules and regulations promulgated thereunder and (“Licenses”ii) necessary to conduct its business as presently conducted, except those the absence Organization for Economic Cooperation and Development Convention Against Bribery of which would not reasonably be expected to be, individually or Foreign Public Officials in the aggregate, materially detrimental to the Company International Business Transactions and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactionslegislation implementing such convention.

Compliance with Laws; Permits. The Company and its Subsidiaries are Except as set forth in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable to the Company or any of its Subsidiaries or by which any property, business or asset 2.11 of the Company or any of its Subsidiaries is bound or affected, Seller Disclosure Schedule: (a) except for such non-compliance that is not, as would not and would not reasonably be expected to beresult in, individually or in the aggregate, materially detrimental a Material Adverse Effect, (i) each Acquired Entity is, and since January 1, 2016 has been, in compliance with all applicable Laws and (ii) from January 1, 2016 through the date hereof, no Acquired Entity has received any written notice (or, to the Company Seller Parties’ Knowledge, oral notice) alleging or asserting that any Acquired Entity is not in compliance with or has violated any Law in any material respect. (b) except as would not and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect: (1) each Acquired Entity holds all Permits necessary for the lawful conduct of its business as currently conducted and (2) each such Permit is valid and in full force and effect; (ii) each Acquired Entity is in compliance with the terms and requirements of such Permits, and no Acquired Entity is in default or violation (and no event has occurred which, with or without the giving of notice, lapse of time or both, would constitute a default or violation by such Acquired Entity) of any term, condition or provision of any such Permit; and (iii) there is no, and since January 1, 2016 there has not been any, Claim pending (or, to the Seller Parties’ Knowledge, threatened): (1) asserting any noncompliance with or any violation of any term or requirement of any such Permit; or (2) notifying any Acquired Entity of the revocation, withdrawal, suspension or termination of any such Permit. (c) except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect: (1) no Government Contract or Government Bid is currently the subject of any bid protest, (2) each Acquired Entity has complied with all terms and conditions of each Government Contract, (3) all representations and certifications executed by any Acquired Entity pertaining to any Government Contract or Government Bid were correct as of their effective date and each Acquired Entity has complied with all such representations and certifications, (4) no Acquired Entity has submitted any inaccurate, untruthful or misleading cost or pricing data, certification, bid, quote, proposal, report, invoice, claim, request for equitable adjustment or other information to a Governmental Authority, prime contractor, subcontractor, vendor or any other Person relating to any Government Contract or Government Bid and (5) there are no pending disputes between any Acquired Entity and any of its SubsidiariesGovernmental Authority or between any Acquired Entity and any prime contractor, taken as subcontractor, vendor or other Person where the ultimate contracting party is a wholeGovernmental Authority, arising under or prevent, materially delay relating to any Government Contract or materially impair the consummation Government Bid; (ii) (1) none of the Transactions. No investigation Acquired Entities or any of their respective directors, officers, employees (in each case, in their capacities as such) or, to the Seller Parties’ Knowledge, any of their consultants or agents (in either case, in their capacities as such) is or has during the past five years been under administrative, civil or criminal investigation, indictment or information by any Governmental Authority with respect to any alleged act or omission arising under or relating to any Government Contract or Government Bid and (2) during the Company last five (5) years, no Acquired Entity has conducted or initiated any of its Subsidiaries is pending or, internal investigation or made a voluntary or mandatory disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any Government Contract or Government Bid; (iii) to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority indicated an intention to conduct the same. To the Knowledge of the CompanySeller Parties’ Knowledge, no material change Acquired Entity is required in receipt or possession of any competitor (as to any Government Contract or Government Bid) or Governmental Authority’s proprietary or procurement sensitive information under circumstances where there is reason to believe that such receipt or possession is unlawful or unauthorized; and (iv) (1) no Acquired Entity is subject to any active administrative agreement pertaining to its eligibility for the award of any Government Contract and (2) no Acquired Entity has been debarred, suspended or similarly disqualified from participation in the Company’s or any award of its Subsidiaries’ processes, properties or procedures in connection contracts with any such Laws, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a other Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsAuthority.

Compliance with Laws; Permits. The Except as set forth on Schedule 3.14, each of the Company and its the Subsidiaries are is in compliance with (a) the terms of its certificate or articles of incorporation, bylaws or other charter or organization documents, (b) all federal, state and local applicable laws, statutes, ordinances, codes, rules, regulationsregulations or other legal requirements, directiveswhether federal, state, local or foreign, (c) all applicable orders, writs, judgments, injunctions, awards, determinations and decrees of any court, other Governmental Entity or arbitrator and Orders of Governmental Authorities (collectively, “Laws”d) its Permits (excluding compliance with Laws regarding the payment of Taxesother than Insurance Permits, which is governed by are the subject of Section 3.10, compliance with Laws applicable 3.15 and as to the Company Plans, which is governed by no representations are made in this Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.223.14), applicable except, in the case of clauses (b), (c) and (d), where the failure to the Company or any of its Subsidiaries or by which any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and comply would not be reasonably be expected to belikely to, individually or in the aggregate, materially detrimental to have a Material Adverse Effect. Except as set forth on Schedule 3.14, since December 31, 1996, neither the Company and Seller nor any senior officer of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its the Continuing Subsidiaries is pending orhas received written notice of any violation of, to the Knowledge or default under, (a) any law, statute, ordinance, rule, regulation or other legal requirement, (b) any order, writ, judgment, injunction, award, determination or decree of the Companyany court, threatenedother Governmental Entity or arbitrator, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority indicated an intention to conduct the same. To the Knowledge of the Company, no material change is required in the Company’s or (c) any of its Subsidiaries’ processesPermits, properties except, in the case of clauses (a), (b) and (c), where the violation or procedures in connection with any such Laws, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which default would not be reasonably be expected to belikely to, individually or in the aggregate, materially detrimental to have a Material Adverse Effect. Each of the Company and the Continuing Subsidiaries has all Permits necessary for the ownership of its Subsidiariesassets and Properties and to the conduct of its business which if violated or not obtained would be reasonably likely to, taken individually or in the aggregate, have a Material Adverse Effect (a "Material Permit"), and all such Material Permits are valid and in full force and effect. Except as a wholeset forth in Schedule 3.14, there is no action, proceeding, inquiry or preventinvestigation pending or, materially delay or materially impair to the consummation knowledge of the TransactionsSeller, threatened for or contemplating the suspension, modification, cancellation, revocation or nonrenewal of any such Material Permit, and the Seller has no knowledge of any existing fact or circumstance which (with or without notice or lapse of time or both) would be reasonably likely to result in the suspension, modification, limitation, cancellation, revocation or nonrenewal of any such Material Permit.

Compliance with Laws; Permits. The (a) Except as set forth in SCHEDULE 3.17 of the Disclosure Schedule, the Company is and its Subsidiaries are at all times has been in compliance in all material respects with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees Laws and Orders of promulgated by any Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), Body applicable to the Company or any to the conduct of its Subsidiaries or by which any property, the business or asset operations of the Company or the use of the properties (including any leased properties) and assets of the Company. The Company has not received, and to the best knowledge of each of the Sellers there has been no issuance of, any notice of a violation or alleged violation by the Company of any such Law or Order. Except as set forth in SCHEDULE 3.17 of the Disclosure Schedule, there is no investigation or review by any Governmental Body with respect to the Company pending, or to the best knowledge of each of the Sellers, threatened, nor has any Governmental Body notified the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and any Sellers of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any United States federal or state Governmental Authority indicated an intention to conduct the same. . (b) To the Knowledge best knowledge of each of the CompanySellers, no material change legislative or regulatory proposal of any Governmental Body has been adopted or is pending which could result in a Material Adverse Change. (c) Except as set forth on SCHEDULE 3.17(C) of the Disclosure Schedule, the Company is not subject to any Legal Proceeding, inquiry, Order, settlement, or, to each Seller's knowledge, investigation, alleging or addressing a violation of, or liability under, any Law, including: (1) FTC or state consent decrees relating to advertising or labeling claims; (2) FDA or related state food and drug administrative decrees; and (3) decisions of the National Advertising Division, Better Business Bureau. (d) SCHEDULE 3.17 of the Disclosure Schedule lists all Permits of the Company of all Governmental Bodies, indicating, in each case, the expiration date thereof, which Permits constitute, to each Seller's knowledge, all Permits required by the nature of the operations of the Company to permit its operations in the Company’s or any of its Subsidiaries’ processes, properties or procedures manner in connection which they are currently conducted. Such Permits have been validly issued to the Company by the appropriate Governmental Bodies in compliance with any such all applicable Laws, and the Company has not received any overt complied in all material respects with all conditions of such Permits applicable to it. No default or violation, or event that with the lapse of time or giving of notice or communication both would become a default or violation, has occurred in the due observance of any material noncompliance with such Permit. All such Permits are in full force and effect without further consent or approval of any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental to the Company and its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the TransactionsPerson.

Compliance with Laws; Permits. (a) The Company Business is being and, for the three years prior to the Agreement Date, has been conducted by the Seller Parties in compliance with the Laws applicable thereto, and its Subsidiaries the Seller Parties are in compliance with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with Laws applicable to its ownership of the Company PlansPurchased Assets, which is governed by Section 3.11the Purchased Shares and the assets of the Purchased Entities, compliance with Environmental Laws, which is governed by Section 3.12, and compliance with Health Care Laws, which is governed by Section 3.22), applicable in each case except to the Company or any of its Subsidiaries or by which any property, business or asset of extent that the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is failure to comply therewith would not, and would not reasonably be expected to be, individually or in the aggregate, materially detrimental be reasonably expected to be material to the Company and Business. Within the three year period prior to the Agreement Date, no Seller Party has received any written notices of its Subsidiaries, taken as a whole, or prevent, materially delay or materially impair the consummation of the Transactions. No investigation by any Governmental Authority violation with respect to the Company or any of its Subsidiaries is pending or, Laws applicable to the Knowledge conduct of the Company, threatened, nor, to Business or the Knowledge ownership of the CompanyPurchased Assets, has the Purchased Shares and any United States federal or state Governmental Authority indicated an intention to conduct the same. To the Knowledge assets of the CompanyPurchased Entities, 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 overt notice or communication of any material noncompliance with any such Laws that has not been cured each case other than as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to benot, individually or in the aggregate, materially detrimental be reasonably expected to be material to the Company Business. (b) As of the Agreement Date, no Seller Party, with respect to the Business and its Subsidiariesownership and use of the Purchased Assets, taken is conducting or has pending any internal investigation in connection with which outside legal counsel has been retained for the purpose of conducting or assisting with such investigation with respect to any actual, potential or alleged violation of any applicable Laws, except as a wholeto which, if any such violation under investigation in fact existed, such violation (or the remedy thereof) would not, individually or in the aggregate, be reasonably expected to be material to the Business. (c) The Seller Parties collectively have all Permits necessary to conduct the Business as presently conducted and are in compliance with all of the terms and requirements of each such Permit and each such Permit is valid, in full force and effect and has not been revoked, reversed, stayed, set aside, annulled or suspended, in each case except as would not, individually or in the aggregate, be reasonably expected to be material to the Business. Within the three year period prior to the Agreement Date, no Seller Party has received any written notice from any Governmental Authority regarding (i) any actual or possible violation of any Permit, or preventany failure to comply in any respect with any term or requirement of any Permit, materially delay in each case related to the Business or materially impair (ii) any actual or possible revocation, withdrawal, suspension, cancellation, non-renewal, termination or modification of any Permit related to the consummation of Business, in each case other than as would not, individually or in the Transactionsaggregate, be reasonably expected to be material to the Business.

Compliance with Laws; Permits. The Company (a) Except with respect to the matters that are the subject of Section 4.04, Section 4.06, Section 4.15(c), Section 4.18, and its Subsidiaries are Section 4.23, Seller is, and since January 1, 2016, has been, and continues to be, operating in compliance in all material respects with all federal, state and local laws, statutes, ordinances, codes, rules, regulations, directives, decrees and Orders of Governmental Authorities (collectively, “Laws”) (excluding compliance with Laws regarding the payment of Taxes, which is governed by Section 3.10, compliance with applicable Laws applicable to the Company Plans, which is governed by Section 3.11, compliance with Environmental Laws, which is governed by Section 3.12, Business and compliance with Health Care Laws, which is governed by Section 3.22), the Assigned Assets. Seller has not received written notice alleging any actual or potential material violations of applicable Law applicable to the Company Business or the Assigned Assets since January 1, 2016, and to the knowledge of Seller, Seller is not under investigation with respect to any actual or alleged material violation of any Law or Order applicable to the Business or the Assigned Assets. (b) Except as set forth in Section 4.15(b) of the Disclosure Schedule, (i) all material Transferred Permits are validly held by Seller or its Affiliates, and Seller or the applicable Affiliate has complied in all material respects with, and is in compliance in all material respects with, the terms and conditions thereof, (ii) since January 1, 2016, neither Seller nor any of its Subsidiaries Affiliates has received written notice of any Action relating to the revocation or by which modification of any property, business or asset of the Company or any of its Subsidiaries is bound or affected, except for such non-compliance that is notmaterial Transferred Permits, and (iii) none of such material Transferred Permits would not reasonably be expected to bebe subject to suspension, individually modification, revocation or in the aggregate, materially detrimental to the Company and any of its Subsidiaries, taken nonrenewal as a wholeresult of the execution and delivery of this Agreement, or preventthe other Transaction Documents, materially delay or materially impair the consummation by Seller of the Transactions. No investigation by any Governmental Authority transactions contemplated hereby and thereby. (c) Seller has at all times complied with all applicable Laws with respect to the Company Business and the Assigned Assets regarding anti-corruption and the use of funds for political activity or any of its Subsidiaries is pending orcommercial bribery, including the FCPA. Seller has not, with respect to the Knowledge Business, the Assigned Assets or this Agreement: (i) used or allocated for use any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made or promised to make any payment or transfer anything of value, directly or indirectly to any Government Official or to any other individual or entity, while knowing that all or part of the Companypayment would be shared with a Government Official, threatenedindividual or entity, norfor the purpose of securing any improper advantage; (iii) offered or received any illegal discounts, to rebates or kickbacks in violation of applicable Laws; or (iv) otherwise made or received any payments or transfers of value that have the Knowledge purpose or effect of the Companypublic or commercial bribery, has any United States federal acceptance or state Governmental Authority indicated an intention to conduct the sameacquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or securing business. To the Knowledge knowledge of the CompanySeller, no material change is required in the Company’s director, Employee or direct or indirect owner of Seller, or any of its Subsidiaries’ processes, properties or procedures in connection third party intermediary with any such Laws, and the Company has not received any overt notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not reasonably be expected to be, individually or in the aggregate, materially detrimental respect to the Company and its SubsidiariesBusiness or the Assigned Assets, taken as is a whole, Government Official or prevent, materially delay close family member or materially impair the consummation designee of the Transactionssuch a Government Official.