Common use of Governmental Authorizations Clause in Contracts

Governmental Authorizations. (a) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation is, and at all times since January 1, 2001 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none of the Acquired Corporations has received any notice or other communication from any Governmental Body regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwise.

Governmental Authorizations. (a) The Each of the Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, holds all material Governmental Authorizations necessary to enable the such Acquired Corporations Corporation to conduct their respective businesses its business in the manner in which such businesses are business is currently being conducted in accordance with the ordinancesby such Acquired Corporation, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All all such Governmental Authorizations are valid and in full force and effecteffect in all material respects. Each of the Acquired Corporation Corporations is, and has been at all times since January April 1, 2001 has been2011, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January April 1, 20012011, none of the Acquired Corporations has received any notice written notice, or any other communication from any Governmental Body regarding regarding: (ai) any actual or possible asserted failure by it to have obtained any such material Governmental Authorization; (ii) any past and unremedied failure to obtain any such material Governmental Authorization; (iii) any material violation of or material failure to comply with any term or requirement of any material Governmental Authorization, ; or (biv) any actual or possible alleged revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no Part 3.14(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive or foreign Governmental Body subsidy. Neither the execution, delivery or otherwiseperformance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, shall (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.14(b) of the Disclosure Schedule.

Governmental Authorizations. (a) The Acquired Brainworks Corporations hold, and will continue to obtain and renew until the Closing Date, hold all Governmental Authorizations necessary to enable the Acquired Brainworks Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporationsconducted. All such Governmental Authorizations are valid and in full force and effect. Each Acquired Brainworks Corporation is, and at all times since January 1, 2001 has been, is in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1December 31, 20012002, none of the Acquired Brainworks Corporations has received any notice or other communication from any Governmental Body regarding regarding: (a) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination termination; or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no Part 3.14(b) of the Brainworks Disclosure Schedule describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Brainworks Corporations by any U.S. or foreign Governmental Body or otherwise. Each of the Brainworks Corporations is in full compliance with all of the terms and requirements of each grant, incentive and subsidy identified or required to be identified in Part 3.14(b) of the Brainworks Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify, any grant, incentive or subsidy identified or required to be identified in Part 3.14(b) of the Brainworks Disclosure Schedule.

Governmental Authorizations. (a) The Each of the Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, holds all material Governmental Authorizations necessary to enable the such Acquired Corporations Corporation to conduct their respective businesses its business in the manner in which such businesses are business is currently being conducted in accordance with the ordinancesor as currently proposed to be conducted by such Acquired Corporation, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All all such Governmental Authorizations are valid and in full force and effecteffect in all material respects. Each of the Acquired Corporation Corporations is, and has been at all times since January 1, 2001 has beentimes, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none None of the Acquired Corporations has received any notice or other communication from any Governmental Body regarding (a) any asserted failure by it to have obtained any such Governmental Authorization, or any past and unremedied failure to obtain any such Governmental Authorizations. None of the Acquired Corporations has Knowledge of any circumstances regarding any actual or possible alleged material violation of or material failure to comply with any term or requirement of any material Governmental Authorization, or (b) any actual or possible alleged revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no Part 3.15(b) of the Disclosure Schedule describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive or foreign Governmental Body subsidy. Neither the execution, delivery or otherwiseperformance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.15(b) of the Disclosure Schedule.

Governmental Authorizations. (a) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, Parent Companies hold all Governmental Authorizations necessary to enable the Acquired Corporations Parent Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activitiesconducted, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired CorporationsParent Companies. All such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation Parent Company is, and at all times since January April 1, 2001 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of any such Governmental Authorizations has not had and would not reasonably be expected to have result in a Material Adverse Effect on the Acquired CorporationsParent Companies. Since January April 1, 2001, none of the Acquired Corporations Parent Companies has received any notice or other communication (in writing or otherwise) from any Governmental Body regarding (ai) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, Authorization or (bii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations Parent Companies to design, manufacture, offer or sell any of its respective products or servicesproducts. (b) There Each of the Parent Companies is no in full compliance with all of the terms and requirements of each grant, incentive and subsidy provided or made available to or for the benefit of any of the Parent Companies by any U.S. or foreign Governmental Body or otherwise. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations Parent Companies by any U.S. or foreign Governmental Body or otherwise.

Governmental Authorizations. (a) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, hold all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activitiesconducted, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All To the best of the Company's knowledge, all such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation is, and at all times since January 1June 30, 2001 2000 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1June 30, 20012000, none of the Acquired Corporations has received any notice or other communication from any Governmental Body regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in a writing delivered to the Company or any of its Subsidiaries the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no Part 3.15(b) of the Company Disclosure Schedule describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwise. Each of the Acquired Corporations is in full compliance with all of the terms and requirements of each grant, incentive and subsidy identified or required to be identified in Part 3.15(b) of the Company Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.15(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) The Since January 1, 2020, the Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, Companies have held all Governmental Authorizations necessary to enable the Acquired Corporations to conduct required for their respective businesses in the manner in which such businesses are business as then-conducted, each Governmental Authorization required for their business as currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are is valid and in full force and effecteffect and, to the knowledge of the Acquired Companies. Each The Acquired Corporation isCompanies are, and at all times and, since January 1, 2001 has 2020, have been, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 20012020, none of the (i) no Acquired Corporations Company has received any notice or other communication from any Governmental Body regarding that (aA) alleges any actual violation or possible violation noncompliance (or reflects that an Acquired Company is under investigation or the subject of an inquiry or failure to comply audit by any such Governmental Body for such alleged noncompliance) with any term applicable Legal Requirement or requirement of any material Governmental Authorization, or (bB) threatens any actual fine, assessment, enforcement action, or possible revocationcease and desist order, withdrawal, or the suspension, cancellationrevocation or limitation or restriction of any Governmental Authorization held by an Acquired Company, termination and (ii) no Acquired Company has entered into any agreement or modification settlement with any Governmental Body with respect to its alleged noncompliance with, or violation of, any applicable Legal Requirement or Governmental Authorization. None of the Acquired Companies has received written notice that any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations Authorization will not or is likely not to design, manufacture, offer or sell any of its respective products or servicesbe issued. (b) There is no grantpending or, incentive to the knowledge of the Company, threatened, termination, expiration, suspension, withdrawal, modification, limitation or subsidy provided or made available revocation of any Governmental Authorization, and no event has occurred that would give rise to or serve as a basis for the benefit such termination, expiration, suspension, withdrawal, modification, limitation or revocation of any of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwiseAuthorization.

Governmental Authorizations. (a) Part 2.15 of the Company Disclosure Schedule identifies each material Governmental Authorization held by the Company. The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, all Governmental Authorizations necessary to enable held by the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations Company are valid and in full force and effect, and collectively constitute all material Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted; and (ii) to permit the Company to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used. Each Acquired Corporation The Company is, and at all times since January 1, 2001 its inception has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such the respective Governmental Authorizations held by the Company. Since the date of the Company’s inception, the Company has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none of the Acquired Corporations has received any notice or other communication from any Governmental Body regarding (aA) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, ; or (bB) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is (i) The Company and, to the Company’s Knowledge, its Employees are, and have at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.15 of the Company Disclosure Schedule; (ii) no grantevent has occurred, incentive and no condition or subsidy provided circumstance exists, that might (with or made available without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or for the benefit requirement of any Governmental Authorization identified or required to be identified in Part 2.15 of the Acquired Corporations by Company Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any U.S. Governmental Authorization identified or foreign required to be identified in Part 2.15 of the Company Disclosure Schedule; (iii) the Company has never received, and, to the Knowledge of the Company, no Employee has ever received, any notice or other communication from any Governmental Body or otherwiseany other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.15 of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Governmental Authorizations. (a) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Dateextent legally required, all material Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with conducted. As of the ordinancesdate of this Agreement, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All all such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation is, and at all times since January 1, 2001 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the for any failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and comply that would not reasonably be expected to have a Company Material Adverse Effect on the Acquired CorporationsEffect. Since January 1, 20012005, none of the Acquired Corporations has received any written notice or or, to the Knowledge of the Company, other overt communication from any Governmental Body regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no Part 2.14(b) of the Disclosure Schedule describes the terms of each material grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwise. Each of the Acquired Corporations is in full compliance with all of the terms and requirements of each grant, incentive and subsidy identified or required to be identified in Part 2.14(b) of the Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any other transaction contemplated by this Agreement, does or will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 2.14(b) of the Disclosure Schedule.

Governmental Authorizations. (a) (i) The Acquired Corporations hold, Company and will continue to obtain and renew until the Closing Date, its Subsidiaries hold all Governmental Authorizations necessary to enable the Acquired Corporations them to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activitiesconducted, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on Effect; (ii) the Acquired Corporations. All such Governmental Authorizations held by the Company and its Subsidiaries are valid and in full force and effect. Each , except where the failure of such Governmental Authorizations to be valid and in full force and effect would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (iii) the Acquired Corporation is, and at all times since January 1, 2001 has been, Entities are in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not have or reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the Acquired CorporationsEffect. Since January 1, 20012011, none of the no Acquired Corporations Entity has received any written notice or other communication from any Governmental Body regarding Entity: (aA) asserting any actual or possible material violation of or failure to comply with any term or requirement of any material Governmental Authorization held by such Acquired Entity; (B) notifying such Acquired Entity of the revocation or withdrawal of any material Governmental Authorization held by such Acquired Entity; or (C) imposing any condition, modification or amendment on any Governmental Authorization, other than such condition, modification or amendment that would also be imposed on similarly situated holders of such Governmental Authorization. (b) Section 2.11(b) of the Company Disclosure Schedule identifies all of the Company Communications Licenses as of the date hereof. The Company Communications Licenses are valid and in full force and effect and are not subject to any actual material conditions, except those conditions that may be contained within the terms of such Company Communications Licenses. No action by or possible before any Telecommunications Regulatory Authority is pending (or, to the Knowledge of the Company, is being threatened) in which the requested remedy is: (i) the revocation, withdrawal, suspension, cancellation, termination rescission or material modification of, or the refusal to renew, any of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of Company Communications Licenses; or (ii) the imposition on any of the Acquired Corporations to designEntities of material fines, manufacture, offer penalties or sell any forfeitures. The holder of each Company Communications License is in compliance with such Company Communications License and has fulfilled and performed all of its respective products obligations with respect thereto, including all reports, notifications and applications required by the Communications Act and State Telecommunications Laws, and the payment of all regulatory assessments, fees and contributions, except (i) for exemptions, waivers or services. similar concessions or allowances and (bii) There is no grantwhere such failure of such licensee to be in compliance, incentive fulfill or subsidy provided perform its obligations or made available pay such assessments, fees or contributions has not had, and would not reasonably be expected to have, individually or for in the benefit of aggregate, a Material Adverse Effect. The Universal Service Administration Company has not initiated any inquiries, audits or other proceedings against any of the Acquired Corporations Entities (and, to the Knowledge of the Company, no such inquiries, audits or other proceedings are being threatened by the Universal Service Administration Company against any U.S. of the Acquired Entities) that would have or foreign Governmental Body reasonably be expected to have, individually or otherwisein the aggregate, a Material Adverse Effect.

Governmental Authorizations. (a) The Acquired Corporations hold, Schedules 4.14 and will continue to obtain and renew until the Closing Date, 4.22 identify all Governmental Authorizations necessary to enable the Acquired Corporations that are required under applicable Legal Requirements to conduct their respective businesses and operate the Business in the manner currently conducted and to own, operate and use the Purchased Assets in the manner in which such businesses they are currently being conducted in accordance with the ordinancesowned, rules, requirements operated and regulations of any Governmental Body having jurisdiction over its properties or activitiesused, except where the failure to hold for such Governmental Authorizations has not had and the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect on the Acquired CorporationsEffect. All Each such Governmental Authorizations are valid Authorization is valid, subsisting and in full force and effect; and no appeals or other Legal Proceedings are pending or, to the knowledge of Seller, threatened with respect to the issuance, terms or conditions of any such Governmental Authorization. Each Acquired Corporation isSeller is in material compliance with and has fulfilled and performed its obligations under each such Governmental Authorization. To the knowledge of Seller, no event or condition or state of facts exists (or would exist upon the giving of notice or lapse of time or both) that could constitute a violation, breach or default under any such Governmental Authorization. Except as disclosed on Schedule 4.14, Seller has no knowledge of and has not received, at all times any time since January 1, 2001 has been(or if unresolved, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none of the Acquired Corporations has received at any previous time) any written notice or other communication from any Governmental Body or any other person regarding any actual, alleged, possible, or potential (ai) any actual or possible violation of or failure to comply with any term or requirement of any material such Governmental Authorization, or (bii) any actual or possible revocation, withdrawal, non-renewal, suspension, cancellation, termination termination, or modification of any material such Governmental Authorization. No Legal Proceeding is pending or, to the knowledge of Seller, threatened to revoke, suspend or modify any such Governmental Body has at Authorization or to deny any time challenged in writing the right renewal of any of the Acquired Corporations such Governmental Authorization. All applications required to design, manufacture, offer or sell any of its respective products or services. (b) There is no grant, incentive or subsidy provided or made available to or have been filed for the benefit renewal of any of material Governmental Authorization have been duly filed on a timely basis with the Acquired Corporations by any U.S. or foreign appropriate Governmental Body or otherwiseBodies.

Governmental Authorizations. (a) The Each of the Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, holds all material Governmental Authorizations necessary to enable the such Acquired Corporations Corporation to conduct their respective businesses its business in the manner in which such businesses are business is currently being conducted in accordance with the ordinancesby such Acquired Corporation, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All all such Governmental Authorizations are valid and in full force and effecteffect in all material respects. Each of the Acquired Corporation Corporations is, and has been at all times since January April 1, 2001 has been2010, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none None of the Acquired Corporations has received received, since April 1, 2010, any notice written notice, or to the knowledge of the Company, any other communication from any Governmental Body regarding regarding: (ai) any actual or possible asserted failure by it to have obtained any such Governmental Authorization; (ii) any past and unremedied failure to obtain any such Governmental Authorizations; (iii) any material violation of or material failure to comply with any term or requirement of any material Governmental Authorization, ; or (biv) any actual or possible alleged revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no Part 3.15(b) of the Disclosure Schedule describes the terms of each pending and outstanding grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. Governmental Body. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive or foreign Governmental Body subsidy. Neither the execution, delivery or otherwiseperformance of this Agreement, nor the consummation of the Offer or the Merger or any of the other Contemplated Transactions, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 3.15(b) of the Disclosure Schedule.

Governmental Authorizations. (a) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, hold all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activitiesconducted, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation is, and at all times since January April 1, 2001 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of any such Governmental Authorizations has not had and would not reasonably be expected to have result in a Material Adverse Effect on the Acquired Corporations. Since January April 1, 2001, none of the Acquired Corporations has received any notice or other communication (in writing or otherwise) from any Governmental Body regarding (ai) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, Authorization or (bii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or servicesproducts. (b) There is no Part 2.14(b) of the Company Disclosure Schedule lists each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwise. Each of the Acquired Corporations is in full compliance with all of the terms and requirements of each grant, incentive and subsidy identified or required to be identified in Part 2.14(b) of the Company Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 2.15(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) The Except as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Corporations Companies, taken as a whole: (i) the Acquired Companies hold, and will continue to obtain and renew until the Closing Datesince May 1, 2014 have held, all material Governmental Authorizations Authorizations, and have made all filings required under applicable Legal Requirements, necessary to enable the Acquired Corporations Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All conducted; (ii) all such Governmental Authorizations are valid and in full force and effect. Each ; (iii) each Acquired Corporation Company is, and at all times since January May 1, 2001 2014 has been, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms ; and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January (iv) since May 1, 20012014, none of the Acquired Corporations Companies has received any written notice or or, to the knowledge of the Company, other communication from any Governmental Body regarding (aA) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, Authorization or (bB) any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no Part 2.14(b) of the Disclosure Schedule describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations Companies by any U.S. or foreign Governmental Body or otherwise. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole, each of the Acquired Companies is in full compliance with all of the terms and requirements of each grant, incentive or subsidy identified or required to be identified in Part 2.14(b) of the Disclosure Schedule. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 2.14(b) of the Disclosure Schedule.

Governmental Authorizations. (a) The Acquired Corporations Except as would not reasonably be expected to be, individually or in the aggregate, material to the Inphi Entities, taken as a whole: (i) the Inphi Entities hold, and will continue to obtain and renew until the Closing Datesince January 1, 2016 have held, all material Governmental Authorizations Authorizations, and have made all filings required under applicable Legal Requirements, necessary to enable the Acquired Corporations Inphi Entities to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All conducted; (ii) all such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation ; and (iii) each Inphi Entity is, and at all times since January 1, 2001 2016 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 20012018, none of the Acquired Corporations Inphi Entities has received any written notice or or, to the Knowledge of the Company, other communication from any Governmental Body regarding (ai) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, Authorization or (bii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no Part 2.14(b) of the Company Disclosure Schedule describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations Inphi Entities by any U.S. or foreign Governmental Body or otherwise. Each of the Inphi Entities is in full compliance with all of the terms and requirements of each grant, incentive or subsidy identified or required to be identified in Part 2.14(b) of the Company Disclosure Schedule, except where the failure to be in full compliance would not reasonably be expected to be, individually or in the aggregate, material to the Inphi Entities, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Mergers or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 2.14(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, hold all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporationsconducted. All such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation is, and at all times since January 1December 31, 2001 has been, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1December 31, 2001, none of the Acquired Corporations has received any notice or other communication from any Governmental Body regarding regarding: (a) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, ; or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products product or servicesservice. (b) There is no Part 2.15(b) of the Disclosure Letter accurately and completely describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwise. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each grant, incentive and subsidy identified or required to be identified in Part 2.15(b) of the Disclosure Letter. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 2.15(b) of the Disclosure Letter.

Governmental Authorizations. (a) Part 2.15 of the Disclosure Schedule identifies: each Governmental Authorization that is held by the Company or any of its subsidiaries; and each other Governmental Authorization that, to the best Knowledge of the Company and the Selling Shareholders, is held by any of the employees of the Company or any of its subsidiaries and relates to or is useful in connection with the business of the Company or any of its subsidiaries. The Acquired Corporations hold, Company has delivered to the Purchaser accurate and will continue to obtain and renew until complete copies of all of the Closing Date, all Governmental Authorizations necessary identified in Part 2.15 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to enable be identified in Part 2.15 of the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are Disclosure Schedule is valid and in full force and effect. Each Acquired Corporation is. (b) Except as set forth in Part 2.15 of the Disclosure Schedule: (i) the Company, each of its subsidiaries, and their respective employees are, and their employees have at all times since January 1, 2001 has been, in substantial full compliance with all of the terms and requirements of such each Governmental AuthorizationsAuthorization identified or required to be identified in Part 2.15 of the Disclosure Schedule; (ii) no event has occurred, except where the and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none Part 2.15 of the Acquired Corporations Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.15 of the Disclosure Schedule; (iii) neither the Company nor any of its subsidiaries has received ever received, and, to the best Knowledge of the Selling Shareholders, no employee of the Company or any of its subsidiaries has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (aA) any actual actual, alleged, possible or possible potential violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (bB) any actual actual, proposed, possible or possible potential revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing ; and (iv) all applications required to have been filed for the right of any renewal of the Acquired Corporations Governmental Authorizations required to designbe identified in Part 2.15 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, manufacture, offer and each other notice or sell any of its respective products filing required to have been given or servicesmade with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. (bc) There is no grant, incentive or subsidy provided or made available to or for the benefit of any The Governmental Authorizations identified in Part 2.15 of the Acquired Corporations by any U.S. or foreign Disclosure Schedule constitute all of the Governmental Body or otherwiseAuthorizations necessary (i) to enable the Company and each of its subsidiaries to conduct its business in the manner in which its business is currently being conducted, and (ii) to permit the Company and each of its subsidiaries to own and use its assets in the manner in which they are currently owned and used.

Governmental Authorizations. (a) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, hold all material Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporationsconducted. All such Governmental Authorizations are valid and in full force and effect, except as would not have and would not reasonably be expected to have or result in a Company Material Adverse Effect. Each Acquired Corporation is, and at all times since January 1, 2001 2003 has been, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 20012003, none of the Acquired Corporations has received any notice or other communication from any Governmental Body regarding regarding: (ai) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, ; or (bii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no grantPart 2.14(b) of the Company Disclosure Schedule provides a complete list of all pending and outstanding grants, incentive incentives, qualifications and subsidies (collectively, “Grants”) from the Government of the State of Israel or subsidy provided any agency thereof, or from any other Governmental Body, granted to the Acquired Corporations, including Approved Enterprise Status from the Israeli Investment Center of the Israeli Ministry of Industry, Commerce and Labor (the “Investment Center”). The Company has never received any Grant from the Office of the Chief Scientist. The Company has made available to Parent accurate and complete copies of all documents requesting or for evidencing Grants or amendments thereto submitted by the benefit Acquired Corporations and of all letters of approval, and supplements thereto, granted to the Acquired Corporations, as well as all correspondence or written summaries pertaining thereto, and has provided Parent with an accurate and complete description of any unwritten or informal arrangements or understandings that relate to the Grants. None of the Acquired Corporations have or may have any obligation whatsoever with respect to royalties or other payments relating to, arising out of or in connection with the Grants identified or required to be identified in Part 2.14(b) of the Company Disclosure Schedule. The Acquired Corporations are in material compliance with all of the terms, conditions and requirements of their respective Grants and have duly fulfilled all the undertakings relating thereto. The Company has no knowledge of any intention of the Investment Center to revoke or materially modify any of the Grants or that the Investment Center believes that the Company is not in compliance in all material respects with the terms of any Grant. Neither the execution or delivery of this Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions, does, will or would reasonably be expected to (with or without notice or lapse of time) give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify any Grant identified or required to be identified in Part 2.14(b) of the Company Disclosure Schedule the effect of which would or would reasonably be expected to be material to the Acquired Corporations taken as a whole. None of the Acquired Corporations has developed any Intellectual Property through the application of any financing made available by any U.S. or foreign Governmental Body or otherwiseof the Grants.

Governmental Authorizations. (a) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, Companies hold all Governmental Authorizations necessary to enable the Acquired Corporations Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activitiesconducted, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired CorporationsCompanies. All such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation Company is, and at all times since January 1, 2001 1999 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired CorporationsCompanies. Since January 1, 20011999, none of the Acquired Corporations Companies has received any notice or other communication from any Governmental Body regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no Part 2.14(b) of the Company Disclosure Letter describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations Companies by any U.S. or foreign Governmental Body or otherwise. Each of the Acquired Companies is in full compliance with all of the terms and requirements of each grant, incentive and subsidy identified or required to be identified in Part 2.14(b) of the Company Disclosure Letter. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 2.14(b) of the Company Disclosure Letter.

Governmental Authorizations. (a) The Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Corporations Companies taken as a whole: (i) the Acquired Companies hold, and will continue to obtain and renew until the Closing Datesince January 1, 2020 have held, all Governmental Authorizations Authorizations, and have made all filings required under applicable Laws, necessary to enable the Acquired Corporations Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All conducted; (ii) all such Governmental Authorizations are valid and in full force and effect. Each effect or expired at a time when such Governmental Authorizations no longer were required and (iii) each Acquired Corporation Company is, and at all times since January 1, 2001 2020 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 20012020, none of the Acquired Corporations Companies has received any written notice or or, to the Knowledge of the Company, other communication from any Governmental Body Entity regarding (ai) any actual or possible alleged material violation of or material failure to comply with any term or requirement of any material Governmental Authorization, Authorization or (bii) any actual or possible threatened revocation, withdrawal, suspension, cancellation, cancellation or termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no Section 3.16(b) of the Company Disclosure Letter describes the material terms of each material grant, incentive incentive, tax reduction or deferral arrangement or subsidy provided or made available to or for the benefit of any of the Acquired Corporations Companies by any U.S. or foreign Governmental Body Entity or otherwise, which is in effect as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Section 3.16(b) of the Company Disclosure Letter, except where the failure to be in compliance would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive, tax reduction or deferral arrangement or subsidy identified or required to be identified in Section 3.16(b) of the Company Disclosure Letter.

Governmental Authorizations. (a) The Acquired Corporations holdPart 2.17 of the Disclosure Schedule identifies: (i) each Governmental Authorization that is held by MS; and (ii) each other Governmental Authorization that, to the best of the Knowledge of MS and will continue the Selling Shareholders, is held by any of MS's employees and relates to obtain or is useful in connection with MS's business. MS has delivered to the Purchaser accurate and renew until complete copies of all of the Closing Date, all Governmental Authorizations necessary identified in Part 2.17 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to enable be identified in Part 2.17 of the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are Disclosure Schedule is valid and in full force and effect. Each Acquired Corporation is. (b) Except as set forth in Part 2.17 of the Disclosure Schedule: (i) MS and its employees are, and MS and its respective employees have at all times since January 1, 2001 has been, in substantial full compliance with all of the terms and requirements of such each Governmental AuthorizationsAuthorization identified or required to be identified in Part 2.17 of the Disclosure Schedule; (ii) no event has occurred, except where the and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none Part 2.17 of the Acquired Corporations Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.17 of the Disclosure Schedule; (iii) MS has received never received, and, to the best of the Knowledge of MS and the Selling Shareholders, no employee of MS has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (aA) any actual actual, alleged, possible or possible potential violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (bB) any actual actual, proposed, possible or possible potential revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing ; and (iv) all applications required to have been filed for the right of any renewal of the Acquired Corporations Governmental Authorizations required to designbe identified in Part 2.17 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, manufacture, offer and each other notice or sell any of its respective products filing required to have been given or servicesmade with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. (bc) There is no grant, incentive or subsidy provided or made available to or for the benefit of any The Governmental Authorizations identified in Part 2.17 of the Acquired Corporations by any U.S. or foreign Disclosure Schedule constitute all of the Governmental Body or otherwiseAuthorizations necessary (i) to enable MS to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is currently proposed to be conducted, and (ii) to permit MS to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are currently proposed to be owned and used.

Governmental Authorizations. (a) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, all Governmental Authorizations necessary to enable held by each of the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable each of the Acquired Corporations to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted, and (ii) to permit each of the Acquired Corporations to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used. Each of the Acquired Corporation Corporations is, and at all times since January 1, 2001 its inception has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such the respective Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on held by the Acquired Corporations. Since January 1, 20011999, none of the Acquired Corporations has have not received any notice or other communication from any Governmental Body regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no grant, incentive or subsidy provided or made available to or for Except as set forth in Part 2.13 of the benefit of any Company Disclosure Schedule: (i) each of the Acquired Corporations by and its employees are, and each of the Acquired Corporations and its employees have at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.13 of the Company Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any U.S. term or foreign requirement of any Governmental Authorization identified or required to be identified in Part 2.13 of the Company Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.13 of the Company Disclosure Schedule; (iii) none of the Acquired Corporations have ever received, and, to the knowledge of the Acquired Corporations, no employee of the Acquired Corporations has ever received, any notice or other communication from any Governmental Body or otherwiseany other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 2.13 of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Governmental Authorizations. (a) The Acquired Corporations hold, and will continue to obtain and renew until Part 2.13(a) of the Closing Date, all Company Disclosure Schedule identifies each material Governmental Authorizations necessary to enable Authorization held by the Acquired Corporations except for those Governmental Authorizations which can not be disclosed pursuant to conduct their respective businesses in applicable Government regulations and which have been disclosed prior to the manner in which such businesses are currently being conducted in accordance date hereof to employees of Parent with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such appropriate security clearance. The Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on held by each of the Acquired Corporations. All such Governmental Authorizations Corporations are valid and in full force and effect. Each Acquired Corporation is, and collectively constitute all Governmental Authorizations necessary (i) to enable each of the Acquired Corporations to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted, and (ii) to permit each of the Acquired Corporations to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used. (b) (i) each of the Acquired Corporations and its employees are, and each of the Acquired Corporations and its employees have at all times since January 1, 2001 has been, in substantial full compliance with all of the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on held by the Acquired Corporations. Since January 1; (ii) no event has occurred, 2001and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization identified or required to be identified in Part 2.13(a) of the Company Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.13(a) of the Company Disclosure Schedule; (iii) none of the Acquired Corporations have ever received, and, to the knowledge of the Acquired Corporations, no employee of the Acquired Corporations has received ever received, any notice or other communication from any Governmental Body or any other Person regarding (aA) any actual actual, alleged, possible or possible potential violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (bB) any actual actual, proposed, possible or possible potential revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing ; and (iv) all applications required to have been filed for the right of any renewal of the Acquired Corporations Governmental Authorizations identified or required to designbe identified in Part 2.13(a) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, manufacture, offer and each other notice or sell any of its respective products or services. (b) There is no grant, incentive or subsidy provided filing required to have been given or made available with respect to such Governmental Authorizations has been duly given or for made on a timely basis with the benefit of any of the Acquired Corporations by any U.S. or foreign appropriate Governmental Body or otherwiseBody.

Governmental Authorizations. Schedule 3.17 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization (aas hereinafter defined) The Acquired Corporations hold, and will continue that is held by the Company or that otherwise relates to obtain and renew until the Closing Date, all Business of the Company. Each Governmental Authorizations necessary Authorization listed or required to enable be listed in Schedule 3.17 of the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are Disclosure Letter is valid and in full force and effect. Each Acquired Corporation isThe Governmental Authorizations listed in Schedule 3.17 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its Business in the manner it currently conducts and operates such Business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets, including, without limitation, Governmental Authorization applicable to clinical laboratories or the performance or research and at all times since January 1, 2001 testing on the blood and amniotic fluid samples of pregnant women in each applicable jurisdiction where such Governmental Authorizations are required. Except as set forth in Schedule 3.17 of the Disclosure Letter: (a) the Company has been, been and is in substantial full compliance with all of the terms and requirements of such each Governmental AuthorizationsAuthorization identified or required to be identified in Schedule 3.17 of the Disclosure Letter; (b) to Seller’s Knowledge, except where the no event has occurred or circumstance exists that may (with or without notice or lapse of time) (i) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in compliance with Schedule 3.17 of the terms and requirements Disclosure Letter, or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 3.17 of such Governmental Authorizations the Disclosure Letter; (c) the Company has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none of the Acquired Corporations has received any notice or other communication (whether oral or written) from any Governmental Body Authority regarding (ai) any actual actual, alleged, possible, or possible potential violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (bii) any actual actual, proposed, possible, or possible potential revocation, withdrawal, suspension, cancellation, termination of, or modification of to any material Governmental Authorization. No Governmental Body has at any time challenged in writing ; and (d) all applications required to have been filed for the right of any renewal of the Acquired Corporations Governmental Authorizations listed or required to design, manufacture, offer or sell any of its respective products or services. (b) There is no grant, incentive or subsidy provided or made available to or for the benefit of any be listed in Schedule 3.17 of the Acquired Corporations by any U.S. or foreign Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Body or otherwiseAuthority, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authority.

Governmental Authorizations. (ai) The Acquired Corporations hold, Each Governmental Authorization that is held by Company or that otherwise relates to its business is valid and in full force and effect. (ii) Company is in compliance in all material respects with all of the terms and requirements of each Governmental Authorization. (iii) No event has occurred or circumstance exists that will continue (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation of or a failure to obtain and renew until the Closing Date, all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance comply with the ordinances, rules, requirements and regulations any term or requirement of any Governmental Body having jurisdiction over its properties Authorization, or activities(B) result directly or indirectly in the revocation, except where the withdrawal, suspension, cancellation or termination of, or any modification to, or would otherwise impair in any way, any Governmental Authorization. (iv) Since December 31, 2012, Company has not received any notice or other communication from any Governmental Authority regarding (A) any actual, alleged, possible or potential violation of or failure to hold comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization. (v) Since December 31, 2012, all applications required to have been filed for the renewal of the Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authority, except as has not had and would not reasonably be expected to have a Material Adverse Effect on Effect. (vi) There is no authorization, license, approval, consent, order or any other action of, or any registration, declaration, filing or notice with or to any Governmental Authority or court that is required for the Acquired Corporations. All such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation isexecution or delivery by Company of this Agreement, and at all times since January 1or the validity or enforceability of this Agreement against Company, 2001 has been, in substantial compliance with or subject to the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none receipt of the Acquired Corporations has received any notice or other communication from any Governmental Body regarding Purchaser Required Approvals and approval by Federal Reserve Bank of Atlanta for the redemption by Company of the FBBI Series F Preferred Stock (a) any actual or possible violation of or failure to comply with any term or requirement and receipt of any material Governmental Authorizationapprovals or non-objections from the Florida Office of Financial Regulation or the FDIC related to the payment of a dividend by BC Bank to FBBI to fund such redemption), the completion or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right performance by Company of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or servicesContemplated Transactions. (bvii) There Except as set forth in Section 3.3(b)(vii) of the Company Disclosure Schedule, Company is not subject to any cease-and-desist or other similar order or enforcement action issued by, nor is either of them a party to any written agreement, consent agreement or memorandum of understanding with, or a party to any commitment letter or similar undertaking to, or subject to any capital directive by, or adopted any board resolutions at the request of, any Governmental Authority (each item in this sentence, a “Regulatory Agreement”), nor has Company been notified since December 31, 2014, by any Governmental Authority that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement. Except as set forth in Section 3.3(b)(vii) of the Company Disclosure Schedule, Company is in compliance in all material respects with each Regulatory Agreement to which it is a party or subject, and Company has not received any notice from any Governmental Authority indicating that Company is not in compliance in all material respects with any such Regulatory Agreement. (viii) Except for normal examinations conducted by a Governmental Authority in the regular course of the business, no Governmental Authority has initiated any proceeding into the business or operations of Company since December 31, 2014. Except as set forth in Section 3.3(b)(viii) of the Company Disclosure Schedule, there is no grantunresolved violation, incentive criticism or subsidy provided exception by any Governmental Authority with respect to any report or made available statement relating to any examinations or for the benefit inspections of any Company. As of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwiseAgreement Date, no regulatory examination of Company is under way, and no other report of examination is pending.

Governmental Authorizations. Part 3.13 of the Disclosure Schedule identifies: (a) The Acquired Corporations holdeach Governmental Authorization that is held by the Seller and that relates directly or indirectly to the Laser Business, and will continue to obtain and renew until the Closing Dateincluding, without limitation, all clearances by the FDA; and (b) each other Governmental Authorization that, to the best of the knowledge of the Seller, is held by any employee of the Seller and relates to or is useful in connection with the Laser Business of the Seller. The Seller has delivered to Parent accurate and complete copies of all of the Governmental Authorizations necessary identified in Part 3.13 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to enable be identified in Part 3.13 of the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are Disclosure Schedule is valid and in full force and effect. Each Acquired Corporation is, Except as set forth in Part 3.13 of the Disclosure Schedule: (i) the Seller is and has at all times since January 1, 2001 has been, been in substantial full compliance in all material respects with all of the terms and requirements of such each Governmental Authorizations, except where the failure Authorization identified or required to be identified in compliance with Part 3.13 of the terms Disclosure Schedule; (ii) no event has occurred, and requirements of such Governmental Authorizations has not had and would not no condition or circumstance exists, that could reasonably be expected to, to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none best knowledge of the Acquired Corporations Seller (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization in connection with the Laser Business, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization in connection with the Laser Business; (iii) the Seller has never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (aA) any actual actual, alleged, possible or possible potential violation of or failure to comply with any term or requirement of any material Governmental AuthorizationAuthorization in connection with the Laser Business, or (bB) any actual actual, proposed, possible or possible potential revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged Authorization in writing connection with the right of any Laser Business; and (iv) all applications required to have been filed for the renewal of the Acquired Corporations Governmental Authorizations in connection with the Laser Business have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to design, manufacture, offer or sell any of its respective products or services. (b) There is no grant, incentive or subsidy provided have been given or made available with respect to such Governmental Authorizations has been duly given or for made on a timely basis with the benefit of any appropriate Governmental Body. The Governmental Authorizations identified in Part 3.13 of the Acquired Corporations by any U.S. or foreign Disclosure Schedule constitute all of the Governmental Body or otherwiseAuthorizations necessary (i) to enable the Seller to conduct the Laser Business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit the Seller to own and use the Specified Assets in the manner in which they are currently owned and used.

Governmental Authorizations. (a) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, hold all material Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporationsconducted. All such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation is, and at all times since January 1, 2001 2004 has been, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 20012004, none of the Acquired Corporations has received any notice or other communication from any Governmental Body regarding regarding: (ai) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, ; or (bii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No . (b) Part 2.13(b) of the Company Disclosure Schedule provides a complete list of, and a description of the terms of, all pending and outstanding grants, incentives, qualifications and subsidies (collectively, “Grants”) from the Government of the Republic of Germany or any agency thereof, or from any other Governmental Body has at any time challenged in writing the right of Body, granted or made available to any of the Acquired Corporations involving an amount in excess of $50,000 in any individual case or $500,000 in the aggregate. The Acquired Corporations are in compliance in all material respects with all of the terms, conditions and requirements of their respective Grants and have duly fulfilled all the undertakings relating thereto. To the Knowledge of the Company, the applicable Governmental Body has no intention to design, manufacture, offer revoke or sell any of its respective products or services. (b) There is no grant, incentive or subsidy provided or made available to or for the benefit of materially modify any of the Acquired Corporations by Grants. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any U.S. of the other Contemplated Transactions, does, will or foreign Governmental Body could reasonably be expected to (with or otherwisewithout notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any Grant identified or required to be identified in Part 2.13(b) of the Company Disclosure Schedule.

Governmental Authorizations. (ai) The Acquired Corporations hold, Each Governmental Authorization that is held by Company or that otherwise relates to its business is valid and in full force and effect. (ii) Company is in compliance in all material respects with all of the terms and requirements of each Governmental Authorization. (iii) No event has occurred or circumstance exists that will continue (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation of or a failure to obtain and renew until the Closing Date, all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance comply with the ordinances, rules, requirements and regulations any term or requirement of any Governmental Body having jurisdiction over its properties Authorization, or activities(B) result directly or indirectly in the revocation, except where the withdrawal, suspension, cancellation or termination of, or any modification to, or would otherwise impair in any way, any Governmental Authorization. (iv) Since December 31, 2013, Company has not received any notice or other communication from any Governmental Authority regarding (A) any actual, alleged, possible or potential violation of or failure to hold comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization. (v) Since December 31, 2013, all applications required to have been filed for the renewal of the Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authority, except as has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are valid and Effect. (vi) Except as set forth in full force and effect. Each Acquired Corporation is, and at all times since January 1, 2001 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none Section 3.3(b)(vi) of the Acquired Corporations has received Company Disclosure Schedule, there is no authorization, license, approval, consent, order or any other action of, or any registration, declaration, filing or notice with or other communication from to any Governmental Body regarding (a) any actual Authority or possible violation court that is required for the execution or delivery by Company of or failure to comply with any term or requirement of any material Governmental Authorizationthis Agreement, or (b) any actual the validity or possible revocationenforceability of this Agreement against Company, withdrawalor, suspensionsubject to the receipt of the Purchaser Required Approvals, cancellation, termination the completion or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right performance by Company of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or servicesContemplated Transactions. (bvii) There Except as set forth in Section 3.3(b)(vii) of the Company Disclosure Schedule, Company is not subject to any cease-and-desist or other similar order or enforcement action issued by, nor is either of them a party to any written agreement, consent agreement or memorandum of understanding with, or a party to any commitment letter or similar undertaking to, or subject to any capital directive by, or adopted any board resolutions at the request of, any Governmental Authority (each item in this sentence, a “Regulatory Agreement”), nor has Company been notified since December 31, 2015, by any Governmental Authority that it is considering issuing, initiating, ordering, or requesting any such Regulatory Agreement. Except as set forth in Section 3.3(b)(vii) of the Company Disclosure Schedule, Company is in compliance in all material respects with each Regulatory Agreement to which it is a party or subject, and Company has not received any notice from any Governmental Authority indicating that Company is not in compliance in all material respects with any such Regulatory Agreement. (viii) Except for normal examinations conducted by a Governmental Authority in the regular course of the business, no Governmental Authority has initiated any proceeding into the business or operations of Company since December 31, 2015. Except as set forth in Section 3.3(b)(viii) of the Company Disclosure Schedule, to the Knowledge of the Company there is no grantunresolved violation, incentive criticism or subsidy provided exception by any Governmental Authority with respect to any report or made available statement relating to any examinations or for the benefit inspections of any Company. As of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwiseAgreement Date, no regulatory examination of Company is under way, and no other report of examination is pending.

Governmental Authorizations. Part 3.15.2 of Newco's Disclosure Letter contains a complete and accurate list of each material Governmental Authorization that is held by Company or any of its Subsidiaries (a) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, all except for those Governmental Authorizations necessary listed on Part 3.20 of Newco's Disclosure Letter) or that otherwise relates to enable the Acquired Corporations business of, or to conduct their respective businesses any of the assets owned or used by, Company or any of its Subsidiaries. Each Governmental Authorization listed or required to be listed in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations Part 3.15.2 of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are Newco's Disclosure Letter is valid and in full force and effect. Each Acquired Corporation isExcept as set forth in Part 3.15.2 of Newco's Disclosure Letter and except for those Governmental Authorizations listed on Part 3.20 of Newco's Disclosure Letter, (a) to the Knowledge of Company, each of Company and at all times since January 1, 2001 has been, its Subsidiaries is in substantial material compliance with all of the terms and requirements of such each material Governmental Authorizations, except where the failure Authorization identified or required to be identified in compliance Part 3.15.2 of Newco's Disclosure Letter; (b) to the Knowledge of Company, no event has occurred or circumstance exists that may (with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none of the Acquired Corporations has received any or without notice or other communication from any Governmental Body regarding lapse of time) (ai) any actual constitute or possible result, directly or indirectly, in a material violation of or a failure to comply in any material respect with any term or requirement of any material Governmental AuthorizationAuthorization listed or required to be listed in Part 3.15.2 of Newco's Disclosure Letter or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Governmental Authorization listed or required to be listed in Part 3.15.2 of Newco's Disclosure Letter; (bc) neither Company nor any of its Subsidiaries has received any notice or other communication (whether oral (that is credible) or written) from any material Governmental Body or any other Person regarding (i) any actual actual, alleged, possible or potential material violation of or failure to comply in any material respect with any term or requirement of any material Governmental Authorization or (ii) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification of to any material Governmental Authorization. No Governmental Body has at any time challenged in writing ; and (d) all applications required to have been filed for the right of any renewal of the Acquired Corporations material Governmental Authorizations listed or required to design, manufacture, offer or sell any be listed in Part 3.15.2 of its respective products or services. (b) There is no grant, incentive or subsidy provided or Newco's Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies and all other filings required to have been made available with respect to or for such material Governmental Authorizations have been duly made on a timely basis with the benefit appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.15.2 of any Newco's Disclosure Letter collectively constitute all of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwiseAuthorizations necessary to permit Company and its Subsidiaries lawfully to conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit Company and its Subsidiaries to own and use their assets in the manner in which they currently own and use such assets (except for those Governmental Authorizations listed on Part 3.20 of Newco's Disclosure Letter).

Governmental Authorizations. (a) The Acquired Corporations hold, Company and will continue to obtain and renew until the Closing Date, Dauntless hold all Governmental Authorizations necessary to enable the Acquired Corporations them to conduct their respective businesses Business in the manner in which such businesses are the Business is currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activitiesconducted, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on adversely affect the Acquired CorporationsCompany or the Business in any material respect. All such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation isThe Company and Dauntless are, and at all times since January 1, 2001 has 2003 have been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on adversely affect the Acquired CorporationsCompany or the Business in any material respect. Since January 1, 2001, none of 2003 neither the Acquired Corporations Company nor Dauntless has received any notice or other communication from any Governmental Body regarding (ai) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (bii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in a writing delivered to the Company or any of its Subsidiaries the right of any of the Acquired Corporations Company or Dauntless to design, manufacture, offer or sell any of its respective products or services. (b) There is no Schedule 5.15(b) describes the terms of each grant, incentive or subsidy provided or made available available, if any, to or for the benefit of any of the Acquired Corporations Company or Dauntless by any U.S. or foreign Governmental Body Body, or otherwise. The Company and Dauntless are in full compliance with all of the terms and requirements of each grant, incentive and subsidy required to be identified in Schedule 5.15(b). Neither the execution, delivery or performance of this Agreement, nor the consummation of any of the other transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy required to be identified in Schedule 5.15(b).

Governmental Authorizations. (a) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, hold all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activitiesconducted, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation is, is and at all times since January 1, 2001 has been, been in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none None of the Acquired Corporations has received any notice or other communication from any Governmental Body regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no Part 2.14(b) of the Company Disclosure Schedule describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwise. Each of the Acquired Corporations is in full compliance in all material respects with all of the terms and requirements of each grant, incentive and subsidy identified or required to be identified in Part 2.14(b) of the Company Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 2.14(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) The Acquired Corporations holdSellers have all material Governmental Authorizations required for Sellers to conduct the Business as currently conducted and for the ownership and use of the Purchased Assets, and will continue to obtain and renew until the Closing Date, all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are in full force and effect. Section 2.13 of the Disclosure Schedule identifies: each Governmental Authorization that is held, or required to be held, by the Sellers and that is required in order to conduct the Business as presently conducted or hold or use the Purchased Assets (each a “Business Government Authorization”). Each Business Governmental Authorization identified or required to be identified in Section 2.13 of the Disclosure Schedule is valid and in full force and effect. Each Acquired Corporation is, and at all times since January 1, 2001 has been, The Sellers are in substantial material compliance with all of the terms and requirements of such each Business Governmental Authorizations, except where the failure Authorization identified or required to be identified in compliance with Section 2.13 of the terms Disclosure Schedule. To the Knowledge of Sellers, no event has occurred, and requirements of such Governmental Authorizations has not had and no condition or circumstance exists, that would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none of the Acquired Corporations has received any (with or without notice or other communication from any Governmental Body regarding lapse of time) (a) any actual constitute or possible result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Business Governmental Authorization identified or required to be identified in Section 2.13 of the Disclosure Schedule, or (b) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or material modification of any Business Governmental Authorization identified or required to be identified in Section 2.13 of the Disclosure Schedule. The Sellers have not received any written notice from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential violation of or failure to comply with any material term or requirement of any Business Governmental Authorization, or (bii) any actual actual, proposed, possible or possible potential revocation, withdrawal, suspension, cancellation, termination or modification of any material Business Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwise.

Governmental Authorizations. (a) The Acquired Corporations holdSchedule 3.18 contains a complete and accurate list of each ------------- material approval, consent, license, permit, certification, registration, waiver or other authorization issued, granted, given or otherwise made available by or under the authority of any Government Body pursuant to any Legal Requirement (collectively, the "Governmental Authorizations") that is held by the Company or any of its Subsidiaries or that otherwise relates to the business of, or to any of the assets owned, leased or used by, the Company or any of its Subsidiaries, including a list of all hospital licenses, certificates of occupancy, certificates of need, Drug Enforcement Administration registrations, certifications for participation in the Medicare Program or any state Medicaid Program, and other Governmental Authorizations required for the operation of the long-term acute care hospitals currently owned, operated or managed by the Company or a Subsidiary (the "Company Facilities"). Each Governmental Authorization listed or required to be listed on Schedule 3.18 is valid and in ------------- full force and effect. Except as set forth on Schedule 3.18: ------------- (1) The Company and each of its Subsidiaries is, and at all times since its formation has been, in compliance with the terms and requirements of each Governmental Authorization identified or required to be identified on Schedule 3.18; ------------- (2) to the Company's knowledge, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed on Schedule 3.18, or (B) result directly or ------------- indirectly in the revocation, withdrawal, suspension, cancellation, termination or nonrenewal of, or any modification to, any Governmental Authorization listed or required to be listed on Schedule 3.18; ------------- (3) neither the Company nor any of its Subsidiaries has received, at any time since its formation, any written notice or, to the Company's knowledge, other communication from any Governmental Body or any other person or entity regarding (A) any actual, alleged, possible, or potential violation of or failure by the Company or any Subsidiary to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; (4) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed on Schedule 3.18 have been duly filed on a timely basis with the appropriate ------------- Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies; and (5) to the Company's knowledge, there is no reason why any Governmental Authorizations listed or required to be listed on Schedule -------- 3.18 and issued to the Company or one or more of the Subsidiaries will continue to obtain not ---- be reissued or transferred in the ordinary course if required as a result of the execution and renew until consummation of this Agreement. The Governmental Authorizations listed in Schedule 3.18 collectively constitute ------------- all of the Closing Date, all Governmental Authorizations necessary to enable permit the Acquired Corporations Company and the Subsidiaries to lawfully conduct and operate their respective businesses (including, without limitation, the operation of each of the Company Facilities) in the manner they currently conduct and operate such businesses and to permit the Company and each of its Subsidiaries to own and use their assets in the manner in which they currently own and use such businesses are currently being conducted in accordance with assets. (b) Each Governmental Authorization held by any administrator, medical director, director of nursing or other material professional employee or contracted agent (each a "Professional Employee") of the ordinances, rules, requirements Company or any Subsidiary and regulations of any Governmental Body having jurisdiction over its properties necessary for that Professional Employee to carry out his/her duties for the Company or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are Subsidiary is valid and in full force and effect. Each Acquired Corporation Except as set forth on Schedule 3.18: ------------- (1) to the Company's knowledge, each Professional Employee is, and at all times since January 1, 2001 1999, has been, in substantial full compliance with all of the terms and requirements of each such Governmental AuthorizationsAuthorization; (2) to the Company's knowledge, except where the no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to be in compliance comply with the terms and requirements any term or requirement of any such Governmental Authorizations Authorization, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any such Governmental Authorization; (3) to the Company's knowledge, no Professional Employee has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since received, at any time since January 1, 20011999, none of the Acquired Corporations has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (aA) any actual actual, alleged, possible, or possible potential violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (bB) any actual actual, proposed, possible, or possible potential revocation, withdrawal, suspension, cancellation, termination of, or modification of to any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services.; and (b4) There is no grantto the Company's knowledge, incentive or subsidy provided or made available all applications required to or have been filed for the benefit renewal of such Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations in order for the Professional Employee to perform his or her duties for the Company or any of Subsidiary have been duly made on a timely basis with the Acquired Corporations by any U.S. or foreign appropriate Governmental Body or otherwiseBodies.

Governmental Authorizations. (a) The Acquired Corporations hold, Part 5.12(a) of the Horizon Disclosure Schedule identifies each material Governmental Authorization held by Horizon as of the date of this Agreement. Horizon has delivered to Nitec or made available to Nitec on its datasite accurate and will continue to obtain and renew until the Closing Date, complete copies of all Governmental Authorizations necessary identified or required to enable be identified in Part 5.12(a) of the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Horizon Disclosure Schedule. The Governmental Authorizations has not had and would not reasonably identified or required to be expected to have a Material Adverse Effect on identified in Part 5.12(a) of the Acquired Corporations. All such Governmental Authorizations Horizon Disclosure Schedule are valid and in full force and effect, and collectively constitute all Governmental Authorizations that are material to the conduct of Horizon’s business in the manner in which its business is currently being conducted. Each Acquired Corporation Horizon is, and at all times since January 1, 2001 has been, in substantial compliance in all material respects with the terms and requirements of such the respective Governmental Authorizations, except where the failure Authorizations identified or required to be identified in compliance with Part 5.12(a) of the terms and requirements of such Governmental Authorizations Horizon Disclosure Schedule. Horizon has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none of the Acquired Corporations has received any written notice or other communication from or, to the Knowledge of Horizon, any oral notice or oral communication from any Governmental Body regarding regarding: (ai) any actual or possible material violation of or failure to comply in all material respects with any term or requirement of any material Governmental Authorization, ; or (bii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no grantHorizon does not possess (nor has it ever possessed) nor does it have any rights or interests with respect to (nor has it ever had any rights or interests with respect to) any grants, incentive incentives or subsidies from any Governmental Body. Neither the Exchange nor the other Contemplated Transactions will result in any termination, waiver, reimbursement, or fee with respect to any subsidy provided set forth or made available required to or for the benefit of any be set forth in Part 5.12(b) of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwiseHorizon Disclosure Schedule.

Governmental Authorizations. (a) The Acquired Corporations hold, Company and will continue to obtain and renew until each of the Closing Date, Company Subsidiaries hold all Governmental Authorizations necessary to enable the Acquired Corporations Company and each such Company Subsidiary to conduct their its respective businesses business in the manner in which such businesses are its business is currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activitiesconducted, except where the failure to hold such Governmental Authorizations has not had and would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Acquired CorporationsEffect. All such The material Governmental Authorizations are held by the Company and the Company Subsidiaries are, in all material respects, valid and in full force and effect. Each Acquired Corporation is, The Company and at all times since January 1, 2001 has been, the Company Subsidiaries are each in substantial compliance with the terms and requirements of such Governmental Authorizations, to the extent applicable to them, except where the failure to be in compliance with would not, individually or in the terms and requirements of such Governmental Authorizations has not had and would not aggregate, reasonably be expected to have a Material Adverse Effect on Effect. There are no Legal Proceedings pending or threatened in writing, or to the Acquired Corporationsknowledge of the Company, orally, that seek the revocation, cancellation or adverse modification of any Governmental Authorization, except where such revocation, cancellation or adverse modification would not have a Material Adverse Effect. Since January 1, 20012018, none of neither the Acquired Corporations Company nor any Company Subsidiary has received any written notice or other communication from any Governmental Body regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, noncompliance or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of alleged material noncompliance with any material Governmental Authorization. No Governmental Body has at any time challenged The Company does not engage in writing (a) the right design, fabrication, development, testing, production or manufacture of any “critical technologies” within the meaning of Section 721 of the Acquired Corporations to designDefense Production Act of 1950, manufactureas amended, offer or sell any of its respective products or services. including all implementing regulations thereof (the “DPA”); (b) There is no grantthe ownership, incentive operation, maintenance, supply, manufacturing or subsidy provided or made available to or for servicing of “covered investment critical infrastructure” within the benefit of any meaning of the Acquired Corporations DPA (where such activities are covered by any column 2 of Appendix A to 31 C.F.R. Part 800); or (c) to the Company’s knowledge, the maintenance or collection, directly or indirectly, of “sensitive personal data” of U.S. or foreign Governmental Body or otherwisecitizens within the meaning of the DPA.

Governmental Authorizations. (a) The Acquired Corporations holdSection 2.13(a) of the Sellers' Disclosure Letter sets forth each Governmental Authorization held by the Company, and will continue to obtain and renew until the Closing Date, all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance together with the ordinances, rules, requirements and regulations name of any the Governmental Body having jurisdiction over its properties or activities, except where the failure to hold Authority issuing such Governmental Authorizations has not had and would not reasonably Authorization. Each Governmental Authorization listed or required to be expected to have a Material Adverse Effect on listed in Section 2.13(a) of the Acquired Corporations. All such Governmental Authorizations are Sellers' Disclosure Letter is valid and in full force and effect. Each Acquired Corporation Except as set forth in Section 2.13(a) of the Sellers' Disclosure Letter: (i) the Company is, and at all times since January 1, 2001 has been, in substantial compliance in all material respects with all of the terms and requirements of such each Governmental Authorizations, except where the Authorization; (ii) no event has occurred or condition or circumstance exists that (with or without notice or lapse of time or both) would (A) constitute or result directly or indirectly in a violation of or a failure to be comply with any term or requirement of any Governmental Authorization or (B) result in compliance with the terms and requirements revocation, withdrawal, suspension, cancellation, termination or other material impairment of such any Governmental Authorizations Authorization; (iii) the Company has not had and would not reasonably be expected received at any time any written or, to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none Knowledge of the Acquired Corporations has received any Sellers, oral notice or other communication from any Governmental Body Authority or any other Person regarding (aA) any actual actual, alleged or possible potential violation of or failure to comply with any term or requirement of any material Governmental Authorization, Authorization or (bB) any actual actual, proposed or possible potential revocation, withdrawal, suspension, cancellation, termination of, or modification of to any material Governmental Authorization. No ; (iv) all applications required to have been filed for the renewal of the Governmental Body has at any time challenged Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authorities; and (v) none of the Governmental Authorizations will be terminated or impaired or become terminable, in writing whole or in part, as a result of the right of transactions contemplated by this Agreement or any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or servicesAncillary Agreements. (b) There is no grant, incentive or subsidy provided or made available to or for the benefit of any The Governmental Authorization listed in Section 2.13(a) of the Acquired Corporations by any U.S. or foreign Sellers' Disclosure Letter collectively constitute all of the Governmental Body or otherwiseAuthorizations necessary to permit the Company to lawfully conduct the Business as currently conducted and as conducted as of the Closing Date and to permit the Company to own and use its assets as currently used and as used as of the Closing Date.

Governmental Authorizations. (aA) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, hold all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted conducted. None of the Acquired Corporations has suffered a suspension or revocation or imposition of penalties or fines with respect to any Governmental Authorization held under any Gaming Laws. There is no event which, to the Company's knowledge, would reasonably be likely to result in accordance with the ordinancesrevocation, ruleswithdrawal, requirements and regulations suspension, reconsideration, cancellation, non-renewal, termination or adverse modification of any such Governmental Body having jurisdiction over its properties or activitiesAuthorization, except where the failure to hold for any such Governmental Authorizations has not had and event that would not reasonably be expected likely to have a Company Material Adverse Effect on the Acquired CorporationsEffect. All such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation is, and at all times since January 1, 2001 2002 has been, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 20012002, none of the Acquired Corporations has received any claim, complaint, order, notice or other communication from any Governmental Body regarding regarding: (ai) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, ; or (bii) any actual or possible revocation, withdrawal, suspension, non-renewal reconsideration, imposition of penalties or fines under, imposition of additional conditions or requirements under, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products product or servicesservice. (bB) There is no Part 2.15(b) of the Disclosure Schedule accurately and completely describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwise. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each grant, incentive and subsidy identified or required to be identified in Part 2.15(b) of the Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of Merger I or any of the other Contemplated Transactions, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 2.15(b) of the Disclosure Schedule.

Governmental Authorizations. (a) The Acquired Corporations Companies hold, and will continue to obtain and renew until the Closing Datesince January 1, 2018 have held, all material Governmental Authorizations Authorizations, and have made all material filings required under applicable Legal Requirements, necessary to enable the Acquired Corporations Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All all such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation Company is, and at all times since January 1, 2001 has been, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where . In the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect period beginning on the Acquired Corporations. Since January 1, 20012019 and ending on the date of this Agreement, none of the Acquired Corporations Companies has received any written notice or or, to the Knowledge of the Company, other communication from any Governmental Body regarding (ai) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, Authorization or (bii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no Part 2.14(b) of the Disclosure Schedule lists each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations Companies by any U.S. or foreign Governmental Body or otherwiseotherwise as of the date of this Agreement. Each of the Acquired Companies is in compliance in all material respects with all of the terms and requirements of each grant, incentive or subsidy identified or required to be identified in Part 2.14(b) of the Disclosure Schedule. Neither the execution, delivery or performance of this Agreement nor the consummation of the Merger or any of the other Contemplated Transactions will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 2.14(b) of the Disclosure Schedule.

Governmental Authorizations. Part 0 of the Disclosure Schedule identifies: (a) The Acquired Corporations holdeach Governmental Authorization that is held by the Seller and that relates directly or indirectly to the Laser Business, and will continue to obtain and renew until the Closing Dateincluding, without limitation, all clearances by the FDA; and (b) each other Governmental Authorization that, to the best of the knowledge of the Seller, is held by any employee of the Seller and relates to or is useful in connection with the Laser Business of the Seller. The Seller has delivered to Parent accurate and complete copies of all of the Governmental Authorizations necessary identified in Part 0 of the Disclosure Schedule, including all renewals thereof and all amendments thereto. Each Governmental Authorization identified or required to enable be identified in Part 0 of the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are Disclosure Schedule is valid and in full force and effect. Each Acquired Corporation is, Except as set forth in Part 3.13 of the Disclosure Schedule: (i) the Seller is and has at all times since January 1, 2001 has been, been in substantial full compliance in all material respects with all of the terms and requirements of such each Governmental Authorizations, except where the failure Authorization identified or required to be identified in compliance with Part 0 of the terms Disclosure Schedule; (ii) no event has occurred, and requirements of such Governmental Authorizations has not had and would not no condition or circumstance exists, that could reasonably be expected to, to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none best knowledge of the Acquired Corporations Seller (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization in connection with the Laser Business, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization in connection with the Laser Business; (iii) the Seller has never received any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (aA) any actual actual, alleged, possible or possible potential violation of or failure to comply with any term or requirement of any material Governmental AuthorizationAuthorization in connection with the Laser Business, or (bB) any actual actual, proposed, possible or possible potential revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged Authorization in writing connection with the right of any Laser Business; and (iv) all applications required to have been filed for the renewal of the Acquired Corporations Governmental Authorizations in connection with the Laser Business have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to design, manufacture, offer or sell any of its respective products or services. (b) There is no grant, incentive or subsidy provided have been given or made available with respect to such Governmental Authorizations has been duly given or for made on a timely basis with the benefit of any appropriate Governmental Body. The Governmental Authorizations identified in Part 0 of the Acquired Corporations by any U.S. or foreign Disclosure Schedule constitute all of the Governmental Body or otherwiseAuthorizations necessary (i) to enable the Seller to conduct the Laser Business in the manner in which such business is currently being conducted and in the manner in which such business is proposed to be conducted, and (ii) to permit the Seller to own and use the Specified Assets in the manner in which they are currently owned and used.

Governmental Authorizations. Powerdyne RC is an EB-5 Regional Center (aUSCIS ID Number 1215250671) approved by the USCIS (“USCIS Approval”) on March 28, 2013. No other Governmental Authorization that is held by Powerdyne RC or that otherwise relates to the Business or any Company Asset is required. Notwithstanding the foregoing, Seller Company, in cooperation with Purchaser, will give written notice of the change of ownership of Powerdyne RC (“Notice”) to USCIS. After receipt and review of the Notice, USCIS may choose to request for a formal amendment to the regional center approval be filed. All Purchasers of Powerdyne RC will be responsible to comply with USCIS’ requirement to file a formal amendment if requested by USCIS. The Acquired Corporations hold, and will continue to obtain and renew until USCIS Approval constitutes all of the Closing Date, all Governmental Authorizations necessary to enable permit Powerdyne RC to lawfully conduct and operate the Acquired Corporations Business and to conduct their respective businesses own and use Powerdyne RC Assets in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements owned and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporationsused (“RC Authorization”). All such Governmental Authorizations are The USCIS Approval is valid and in full force and effect. Each Acquired Corporation Powerdyne LLC is, and at all times since January 1, 2001 its organization has been, in substantial full compliance with all of the terms and requirements of such Governmental AuthorizationsRC Authorization. No event has occurred or circumstance exists that may (with or without notice or lapse of time) (i) constitute or result, except where the directly or indirectly, in a violation of or a failure to be comply with any term or requirement of any RC Authorization, or (ii) result directly or indirectly in compliance with the terms and requirements revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any RC Authorization. With the exception of such Governmental Authorizations the USCIS Approval, Powerdyne RC has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1received, 2001at any time since its organization, none of the Acquired Corporations has received any notice communication (whether oral or other communication written) from any Governmental Body or any other Person regarding (ai) any actual actual, alleged, possible, or possible potential violation of or failure to comply with any term or requirement of any material Governmental RC Authorization, or (bii) any actual actual, proposed, possible, or possible potential revocation, withdrawal, suspension, cancellation, termination of, or modification of to any material Governmental RC Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations All applications required to design, manufacture, offer or sell any of its respective products or services. (b) There is no grant, incentive or subsidy provided or made available to or have been filed for the benefit of renewal of, and all other filings required to have been made with respect to, any of RC Authorization have been duly filed on a timely basis with the Acquired Corporations by any U.S. or foreign appropriate Governmental Body or otherwiseBodies.

Governmental Authorizations. (aSchedule 6.8(b) The Acquired Corporations holdcontains a complete and accurate list of each Governmental Authorization that is held by Seller and is material for the operation of the Business, or to any of the Acquisition Assets and will continue the Property. Each Governmental Authorization listed or required to obtain and renew until the Closing Date, all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect listed on the Acquired Corporations. All such Governmental Authorizations are Schedule 6.8(b) is valid and in full force and effecteffect except where the failure to do so would not have an Adverse Effect. Each Acquired Corporation Schedule 6.8(b) also sets forth the name of any third party from whom consent must be obtained in order to effect a transfer to Buyer of the Permits to be acquired as a result of the transactions contemplated herein; and, except as set forth on Schedule 6.8(b), Seller has obtained all such consents except where the failure to be so valid and in force and effect would not have an Adverse Effect. To the Knowledge of Seller, and except as set forth on Schedule 6.8(b): (1) Seller is, and at all times since January 1, 2001 has been, in substantial compliance in all material respects with the terms and requirements of such each Governmental Authorizations, except where the failure Authorization identified or required to be in compliance with the terms and requirements of such Governmental Authorizations identified on Schedule 6.8(b); (2) no event has not had and would not occurred, nor does any circumstance exist, that could reasonably be expected to (with or without notice or lapse of time) have a Material an Adverse Effect on the Acquired Corporations. Since January 1and (A) constitute or result directly or indirectly in a violation of, 2001liability, none of the Acquired Corporations has received any notice or other communication from any Governmental Body regarding (a) any actual or possible violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed on Schedule 6.8(b); or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed on Schedule 6.8(b); (3) Seller has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, liability or failure to comply with any material term or requirement of any Governmental Authorization, ; or (bB) any actual actual, proposed, possible or possible potential revocation, withdrawal, suspension, cancellation, termination of, or material modification of to any material Governmental Authorization. No Governmental Body has at any time challenged in writing ; and (4) all applications required to have been filed for the right of any renewal of the Acquired Corporations Governmental Authorizations listed or required to design, manufacture, offer or sell any of its respective products or services. (bbe listed on Schedule 6.8(b) There is no grant, incentive or subsidy provided or have been duly filed on a timely basis with the appropriate Governmental Bodies and all other filings required to have been made available with respect to or for such Governmental Authorizations have been duly made on a timely basis with the benefit of any appropriate Governmental Bodies. The Governmental Authorizations listed on Schedule 6.8(b) collectively constitute all of the Acquired Corporations by Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business in the manner it is currently conducted and operated and to permit Seller to own and use the Acquisition Assets in the manner in which it currently owns and uses such assets and to the Knowledge of Seller, and there will not be an Adverse Effect in the Governmental Authorizations as a result of the consummation of the transactions contemplated herein, nor to the Knowledge of Seller, will there be any U.S. or foreign Adverse Effect on Buyer for any failure of Seller to have any Governmental Body or otherwiseAuthorization in full force and effect.

Governmental Authorizations. (a) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, Company holds all material Governmental Authorizations necessary to enable the Acquired Corporations Company to conduct their respective businesses its business in the manner in which such businesses are its business is currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporationsconducted. All such Governmental Authorizations are valid and in full force and effect, and, to the knowledge of the Company, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof. Each Acquired Corporation The Company is, and at all times since January 1, 2001 has been, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations . The Company has not had and would not reasonably be expected received any written notice (or, to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none knowledge of the Acquired Corporations has received Company, any notice or other communication communication) from any Governmental Body regarding regarding: (ai) any actual or possible material violation of or failure to comply in any material respect by the Company with any term or requirement of any material such Governmental Authorization, ; or (bii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material such Governmental Authorization. No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending or, to the knowledge of the Company, threatened by any Governmental Body has at Body, which seeks to revoke, withdraw, suspend, cancel, terminate or modify any time challenged in writing such Governmental Authorization. Neither the right execution, delivery or performance by the Company of this Agreement, nor the consummation by the Company of the Merger or any of the Acquired Corporations other Contemplated Transactions, does, will or would reasonably be expected to design(with or without notice, manufacturelapse of time or both) give any Person the right to revoke, offer withdraw, suspend, cancel, terminate or sell modify any such Governmental Authorization. The Company has Made Available to Parent copies of its respective products or servicesall such Governmental Authorizations in effect as of the date of this Agreement. (b) There is no Part 2.14(b) of the Company Disclosure Schedule lists each material grant, incentive or subsidy (the “Governmental Grants”) provided or made available Made Available to or for the benefit of the Company by or on behalf of any U.S. federal, state or local Governmental Body or any foreign Governmental Body, whether directly or indirectly as a subcontractor, subrecipient, subgrantee, or similar (at any tier) in connection with a grant, incentive or subsidy between another Person and a Governmental Body. All such Governmental Grants are valid and in fully force and effect. The Company is, and at all times has been, in compliance in all material respects with all of the terms and requirements of each Governmental Grant. The Company has not received any written notice (or, to the knowledge of the Company, any other communication) from any Governmental Body regarding: (i) any material violation of failure to comply in any material respect by the Company with any term or requirement of any Governmental Grant; or (ii) any revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Grant. No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending or, to the knowledge of the Company, threatened by any Governmental Body, which seeks to revoke, writhdraw, suspend, cancel, terminate or modify any Governmental Grant. Neither the execution, delivery or performance by the Company of this Agreement, nor the consummation by the Company of the Merger or any of the Acquired Corporations by other Contemplated Transactions, does, will or would reasonably be expected to (with or without notice, lapse of time or both) give any U.S. Person the right to revoke, withdraw, suspend, cancel, terminate or foreign modify any Governmental Body or otherwiseGrant. The Company has Made Available to Parent copies of all Governmental Grants in effect as of the date of this Agreement.

Governmental Authorizations. (a) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, Seller holds all material Governmental Authorizations (“Transferred Business Governmental Authorizations”) necessary to enable permit Seller to own and use the Acquired Corporations to conduct their respective businesses Transferred Assets in the manner in which such businesses they are currently being conducted in accordance with owned and used. Each of the ordinances, rules, requirements and regulations of any Transferred Business Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are Authorization is valid and in full force and effect. Each Acquired Corporation is, Seller is and at all times since January 1, 2001 has been, been in substantial material compliance with all of the terms and requirements of such each of the Transferred Business Governmental AuthorizationsAuthorization. To the Knowledge of the Seller, except where the failure to be in compliance with the terms no event has occurred, and requirements of such Governmental Authorizations has not had and no condition or circumstance exists, that would not reasonably be expected (with or without notice or lapse of time) to have (A) constitute or result directly or indirectly in a Material Adverse Effect on material violation of or a failure to comply with any term or requirement of any of Seller’s Governmental Authorization, or (B) result directly or indirectly in the Acquired Corporationsrevocation, withdrawal, suspension, cancellation, termination or modification of any of Seller’s Governmental Authorization. Since January 1Seller has not received, 2001and, none to the Knowledge of the Acquired Corporations Seller, no employee of Seller has received ever received, any notice or other communication (in writing or otherwise) from any Governmental Body Authority or any other Person regarding (aA) any actual actual, alleged, possible or possible potential violation of or failure to comply with any term or requirement of any material Transferred Business Governmental Authorization, Authorization or (bB) any actual actual, proposed, possible or possible potential revocation, withdrawal, suspension, cancellation, termination or modification of any material Transferred Business Governmental Authorization. No Governmental Body has at any time challenged in writing All applications required to have been filed for the right renewal of any of the Acquired Corporations Transferred Business Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, and each other notice or filing required to design, manufacture, offer or sell any of its respective products or services. (b) There is no grant, incentive or subsidy provided have been given or made available with respect to such Governmental Authorizations has been duly given or for made on a timely basis with the benefit of any of the Acquired Corporations by any U.S. or foreign appropriate Governmental Body or otherwiseAuthority.

Governmental Authorizations. (a) The Each of the Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, holds all material Governmental Authorizations necessary to enable the such Acquired Corporations Corporation to conduct their respective businesses its business in the manner in which such businesses are business is currently being conducted in accordance with the ordinancesby such Acquired Corporation, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All all such Governmental Authorizations are valid and in full force and effecteffect in all material respects. Each of the Acquired Corporation Corporations is, and at all times since January 1, 2001 has beenbeen for the past five years, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none None of the Acquired Corporations has received any notice or other communication from any Governmental Body regarding (a) any asserted failure by it to have obtained any such Governmental Authorization, or any past and unremedied failure to obtain any such Governmental Authorizations. None of the Acquired Corporations has knowledge of any circumstances regarding any actual or possible material violation of or material failure to comply with any term or requirement of any material Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no Part 2.15(b) of the Disclosure Schedule describes the terms of each grant, incentive or subsidy provided or made available directly to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental Body in an amount in excess of $250,000, with continuing obligations or otherwisewhich grants any ownership interest in the Acquired Corporations’ products or assets, or which was granted since January 1, 2011. Each of the Acquired Corporations is in compliance in all material respects with all of the terms and requirements of each such grant, incentive or subsidy. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other Contemplated Transactions, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any material grant, incentive or subsidy identified or required to be identified in Part 2.15(b) of the Disclosure Schedule.

Governmental Authorizations. (aA) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, hold all material Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporationsconducted. All such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation is, and at all times since January 1, 2001 2004 has been, in substantial compliance in all material respects with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 20012004, none of the Acquired Corporations has received any notice or other communication from any Governmental Body regarding regarding: (ai) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, ; or (bii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No . (B) Part 2.13(b) of the Company Disclosure Schedule provides a complete list of, and a description of the terms of, all pending and outstanding grants, incentives, qualifications and subsidies (collectively, "Grants") from the Government of the Republic of Germany or any agency thereof, or from any other Governmental Body has at any time challenged in writing the right of Body, granted or made available to any of the Acquired Corporations involving an amount in excess of $50,000 in any individual case or $500,000 in the aggregate. The Acquired Corporations are in compliance in all material respects with all of the terms, conditions and requirements of their respective Grants and have duly fulfilled all the undertakings relating thereto. To the Knowledge of the Company, the applicable Governmental Body has no intention to design, manufacture, offer revoke or sell any of its respective products or services. (b) There is no grant, incentive or subsidy provided or made available to or for the benefit of materially modify any of the Acquired Corporations by Grants. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any U.S. of the other Contemplated Transactions, does, will or foreign Governmental Body could reasonably be expected to (with or otherwisewithout notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any Grant identified or required to be identified in Part 2.13(b) of the Company Disclosure Schedule.

Governmental Authorizations. (a) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, all Governmental Authorizations necessary to enable held by each of the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable each of the Acquired Corporations to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted, and (ii) to permit each of the Acquired Corporations to own and use its assets in the manner in which they are currently owned and used and in the manner in which they are proposed to be owned and used. Each of the Acquired Corporation Corporations is, and at all times since January 1, 2001 its inception has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such the respective Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the held by such Acquired CorporationsCorporation. Since January 131, 20012000, none of the Acquired Corporations has received any notice or other communication from any Governmental Body regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no grant, incentive or subsidy provided or made available to or for Except as set forth in Part 2.13 of the benefit of any Company Disclosure Schedule: (i) each of the Acquired Corporations by and its employees are, and each of the Acquired Corporations and its employees have at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.13 of the Company Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any U.S. term or foreign requirement of any Governmental Authorization identified or required to be identified in Part 2.13 of the Company Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 2.13 of the Company Disclosure Schedule; (iii) the Acquired Corporations have never received, and, to the knowledge of the Acquired Corporations, no employee of the Acquired Corporations has ever received, any notice or other communication from any Governmental Body or otherwiseany other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Section 2.16 of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Governmental Authorizations. (a) The Acquired Corporations hold, Schedule 2.17 identifies each Governmental Authorization that is held by the Seller and will continue to obtain and renew until each currently pending application by Seller for a Governmental Authorization other than those the Closing Date, all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in lack of which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activities, except where the failure to hold such Governmental Authorizations has could not had and would not be reasonably be expected to have a Material Adverse Effect on Effect. The Seller has delivered to the Acquired Corporations. All such Buyer accurate and complete copies of all of the Governmental Authorizations are identified in Schedules 2.17, including all renewals thereof and all amendments thereto. Other than pending applications, each Governmental Authorization identified or required to be identified in Schedules 2.17 (each a “Seller Governmental Authorization”) is valid and in full force and effect. Each Acquired Corporation is. (a) Since March 9, 2005, the Seller is and at all times since January 1, 2001 has been, been in substantial full compliance with all of the terms and requirements of such each Seller Governmental AuthorizationsAuthorization, except where and to the failure to be Seller’s Knowledge the Seller has been in full compliance with all of the terms and requirements of such each Seller Governmental Authorizations has Authorization prior to March 9, 2005, except to the extent that noncompliance could not had and would not be reasonably be expected to have a Material Adverse Effect on Effect. To the Acquired Corporations. Seller’s Knowledge, no event has occurred, and no condition or circumstance exists, that might, with or without notice or lapse of time, (i) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Seller Governmental Authorization, or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Seller Governmental Authorization. (b) Since January 1March 9, 20012005, none of the Acquired Corporations Seller has not received any notice or other communication communication, in writing or otherwise, from any Governmental Body or any other Person regarding (ai) any actual actual, alleged, possible or possible potential violation of or failure to comply with any term or requirement of any material Seller Governmental Authorization, or (bii) any actual actual, proposed, possible or possible potential revocation, withdrawal, suspension, cancellation, termination or modification of any material Seller Governmental Authorization. No , or (iii) the Seller’s failure to obtain any necessary Governmental Body Authorization, and to the Seller’s Knowledge the Seller has at not received any time challenged in writing the right of any of the Acquired Corporations such notice or other communication prior to designMarch 9, manufacture, offer or sell any of its respective products or services2005. (bc) There is no grantAll applications required to have been filed for the renewal of the Seller Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Bodies, incentive and each other notice or subsidy provided filing required to have been given or made available with respect to such Seller Governmental Authorizations has been duly given or for made on a timely basis with the benefit of any appropriate Governmental Body. (d) The Seller Governmental Authorizations constitute all of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwiseAuthorizations necessary (i) to enable the Seller to conduct the Business as it is currently conducted, and (ii) to permit the Seller to own and use its Property in the manner in which they are currently owned and used, in each case other than those the lack of which could not be reasonably expected to have a Material Adverse Effect.

Governmental Authorizations. (a) The Acquired Corporations hold, and will continue to obtain and renew until the Closing Date, hold all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted in accordance with the ordinances, rules, requirements and regulations of any Governmental Body having jurisdiction over its properties or activitiesconducted, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. All such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation is, is and at all times since January 1, 2001 has been, been in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. Since January 1, 2001, none None of the Acquired Corporations has 23 received any notice or other communication from any Governmental Body regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of any of the Acquired Corporations to design, manufacture, offer or sell any of its respective products or services. (b) There is no Part 2.14(b) of the Company Disclosure Schedule describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations by any U.S. or foreign Governmental Body or otherwise. Each of the Acquired Corporations is in full compliance in all material respects with all of the terms and requirements of each grant, incentive and subsidy identified or required to be identified in Part 2.14(b) of the Company Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify any grant, incentive or subsidy identified or required to be identified in Part 2.14(b) of the Company Disclosure Schedule.