Common use of Permits; Compliance with Laws Clause in Contracts

Permits; Compliance with Laws. (a) The Company and the Company Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company Permit, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 1996, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company and the Company Subsidiaries are in possession of (i) all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conductedconducted (collectively, the "COMPANY PERMITS"), and, as of the date of this Agreement, none of the material Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge of Company, threatened. Neither the Except with respect to Environmental Permits that are addressed in Section 4.13 hereof, neither Company nor any Company Subsidiary is in conflict in any material respect with, or in material default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30Since March 1, 1996, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company and its Subsidiaries have (whether directly or pursuant to Contracts in which third parties have effectively granted to the Company or its Subsidiaries are the rights of such third parties) in possession of (i) effect all franchisescertificates, grants, authorizationspermits, licenses, establishment franchises, approvals, concessions, qualifications, registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification certifications and registration numbers, approvals and orders of similar authorizations from any Governmental Entity (collectively, “Permits”) that are necessary for the Company or any Company Subsidiary and its Subsidiaries to own, lease or operate their properties and operate its properties or to produce, store, distribute assets and market its products or otherwise to carry on their businesses as currently conducted, except where the failure to have such Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Since December 31, 2010, each of the Company and its business as it Subsidiaries has been in compliance with, and to the Knowledge of the Company is now being conductednot under investigation with respect to or has not been threatened to be charged with any violation of, the terms of its Permits and all applicable Laws and Judgments, except for those failures to be in compliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict withof its Subsidiaries has received any notification since December 31, or in default or violation of, (i) 2010 from any Law applicable to Governmental Entity that alleges that the Company or any Company Subsidiary of its Subsidiaries is not in compliance in all material respects with, or by which is subject to any property material liability under, any material Permit, Law or asset Judgment or relating to the revocation or modification of any material Permit. There is no Judgment outstanding against the Company or any Company Subsidiary of its Subsidiaries that is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company Permit, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 1996, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company and the Company Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products assets or otherwise to carry on its business as it is now being conductedconducted (collectively, the "Company Permits"), and, as of the date of this Agreement, none of the Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge of Company, threatened. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) Schedule 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30Since March 1, 1996, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company and Except as disclosed in the Company Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable SEC Reports filed prior to the Company or any Company Subsidiary or by which any property or asset date of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, this Agreement and except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Section 4.06(a) Effect on the Company, the Company and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, Orders and approvals of all Governmental Entities that are necessary for the operation of their respective businesses as now being conducted (collectively, the “Company Permits”), and no suspension or cancellation of any of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys Permits is pending or, to the knowledge of the Company, threatened against threatened. The Company and its Subsidiaries are in compliance with, and the Company or and its Subsidiaries have not received any notices of noncompliance with respect to, the Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of Permits and any Company PermitLaws, except any such Company Permit for instances of noncompliance where such suspension or cancellation could not reasonably be expected neither the costs to havecomply nor the failure to comply, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 1996, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not would reasonably be expected to havehave a Material Adverse Effect on the Company. Without limitation, during the three years prior to the date of this Agreement, none of the Company, any of its Subsidiaries or any director, officer, or employee of, or, to the knowledge of the Company, any agent or other Person associated with or acting on behalf of the Company or any of its Subsidiaries has, directly or indirectly: (a) used any funds of the Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Company or any of its Subsidiaries; (c) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any similar Law; (d) established or maintained any unlawful fund of monies or other assets of the Company or any of its Subsidiaries; (e) made any fraudulent entry on the books or records of the Company or any of its Subsidiaries; or (f) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business, to obtain special concessions for the Company or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or any of its Subsidiaries, except, in each case referred to in clauses (a) through (f), where such acts, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Permits; Compliance with Laws. (a) The Company and the Company Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business Except as it is now being conducted. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company and its Subsidiaries have in effect all certificates, permits, licenses, franchises, approvals, concessions, qualifications, registrations, certifications and similar authorizations from any Governmental Entity (collectively, “Permits”) that are necessary for the Company and its Subsidiaries to own, lease or any Company Subsidiary that could reasonably be expected operate their properties and assets and to result in the suspension or cancellation of any Company Permit, except any such Company Permit where such suspension or cancellation could carry on their businesses as currently conducted. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) , each of the Company Disclosure Scheduleand its Subsidiaries is, and since June 30March 1, 19962017 has been, neither in compliance with all applicable Laws and Judgments. As of the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations date of Lawsthis Agreement, except for written notices relating to possible conflicts, defaults or violations that could as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) to the knowledge of the Company, neither the Company nor any of its Subsidiaries has received any written communication since March 1, 2017, from any person that alleges that the Company or any of its Subsidiaries is not in compliance with, or is subject to liability under, any Permit, Law or Judgment or relating to the revocation or modification of any Permit, and (ii) to the knowledge of the Company, neither the Company nor any of its Subsidiaries has received any notice that any investigation or review by any Governmental Entity is pending with respect to the Company or any of its Subsidiaries or any of the assets or operations of the Company or any of its Subsidiaries or that any such investigation or review is contemplated.

Permits; Compliance with Laws. (a) The Company and the Company its Subsidiaries are have in possession of (i) effect all franchisescertificates, grants, authorizationspermits, licenses, establishment franchises, approvals, concessions, qualifications, registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification certifications and registration numbers, approvals and orders of similar authorizations from any Governmental Entity (collectively, “Permits”) that are necessary for the Company or any Company Subsidiary them to own, lease or operate their properties and operate its properties or to produce, store, distribute assets and market its products or otherwise to carry on its business their businesses in all respects as it is now being currently conducted. Neither , except where the Company nor any Company Subsidiary is in conflict with, failure to have such Permits individually or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except in the case of clauses (i) aggregate has not had and (ii) for any such conflicts, defaults or violations that could would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Section 4.06(a3.01(j) of the Company Disclosure Schedule Letter sets forth, as of the date of this Agreement, a complete and correct list of the Permits that are material, individually or in the aggregate, to the Company and its Subsidiaries. Each of the Company and its Subsidiaries is, and since January 1, 2008 has been, in compliance in all actionsmaterial respects with all applicable Laws and Judgments, proceedings, investigations or surveys pending orand, to the knowledge of the Company, threatened against the Company no condition or any Company Subsidiary state of facts exists that could would reasonably be expected to result give rise to a violation of, or a liability or default under, any such applicable Law or Judgment, except for failures to be in compliance or violations, liabilities or defaults that individually or in the suspension or cancellation of any Company Permit, except any such Company Permit where such suspension or cancellation could aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth in Section 4.06(a) The execution and delivery of this Agreement by the Company does not, and the consummation of the Company Disclosure ScheduleMerger and the other transactions contemplated by this Agreement and compliance with the terms hereof would not reasonably be expected to, since June 30, 1996, neither cause the revocation or cancelation of any material Permit. Neither the Company nor any Company Subsidiary of its Subsidiaries has received from any notice that any investigation or review by any Governmental Entity any written notification is pending with respect to possible conflicts, defaults the Company or violations any of Laws, except for written notices relating to possible conflicts, defaults its Subsidiaries or violations any of the assets or operations of the Company or any of its Subsidiaries or that could not reasonably be expected to have, individually any such investigation or in the aggregate, a Company Material Adverse Effectreview is contemplated.

Permits; Compliance with Laws. (a) The Company and the Company Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products assets or otherwise to carry on its business as it is now being conducted, other than those, the failure of which to possess, could not reasonably be expected to have, individually, or in the aggregate, a Company Material Adverse Effect (collectively, the "COMPANY PERMITS"), and, as of the date of this Agreement, none of the Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the Knowledge of Company, threatened which, in either instance, would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, except for such conflicts, defaults or violations which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) Schedule 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, to the Knowledge of Company investigations or surveys pending or, to the knowledge Knowledge of the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company Permit. Since January 1, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 19962000, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating any such notice with respect to possible conflicts, defaults or violations that could not reasonably be expected to havewhich would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company and the Company Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conductedconducted and (ii) agreements from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated and receive reimbursement for care provided to patients covered under the Federal Medicare program ("MEDICARE"), any applicable state Medicaid program ("MEDICAID") or any comparable foreign medical reimbursement program (collectively, the "COMPANY PERMITS"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 4.06(a) of the Company Disclosure Schedule, all of the Company's facilities are certified for participation or enrollment in the Medicare program, have a current and valid provider contract with the Medicare program and are in substantial compliance with the conditions of participation of such programs. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received notice from the regulatory authorities that enforce the statutory or regulatory provisions in respect of either the Medicare or the Medicaid program of any pending or threatened investigations or surveys, and no such investigations or surveys are pending or, to the knowledge of the Company, threatened or imminent that could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid programs or (ii) the suspension or cancellation of any other Company Permit, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 1996, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company and the Company its Subsidiaries are have in possession of (i) effect all franchisescertificates, grants, authorizationspermits, licenses, establishment franchises, approvals, concessions, qualifications, registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification certifications and registration numbers, approvals and orders of similar authorizations from any Governmental Entity (collectively, "Permits"), including all Permits under the Federal Food, Drug, and Cosmetic Act of 1938, as amended (including the rules and regulations promulgated thereunder, the "FDCA"), and the regulations of the Federal Food and Drug Administration (the "FDA") promulgated thereunder, that are necessary for the Company or any Company Subsidiary them to own, lease or operate their properties and operate its properties or to produce, store, distribute assets and market its products or otherwise to carry on their businesses in all material respects as currently conducted. The execution and delivery of this Agreement by the Company does not, and the consummation of the Offer, the Merger and the other transactions contemplated by the Transaction Agreements and compliance with the terms thereof could not reasonably be expected to, cause the revocation or cancellation of any material Permit. Each of the Company and its business as it is now being conductedSubsidiaries is, and since January 1, 2005 has been, in compliance in all material respects with all applicable Laws and Judgments. Neither the Company nor any of its Subsidiaries has received any written communication during the past three (3) years from any person that alleges that the Company Subsidiary or any of its Subsidiaries is not in conflict compliance in all material respects with, or in default is subject to any material liability under, any Permit, Law or violation of, (i) Judgment or relating to the revocation or modification of any Law applicable material Permit. Neither the Company nor any of its Subsidiaries has received any written notice that any investigation or review by any Governmental Entity is pending with respect to the Company or any Company Subsidiary of its Subsidiaries or by which any property of the properties, assets or asset operations of the Company or any Company Subsidiary is bound of its Subsidiaries or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for that any such conflicts, defaults investigation or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company Permit, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 1996, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectreview is contemplated.

Permits; Compliance with Laws. (a) The Company and the Company its Subsidiaries are in possession of (i) all franchises, grants, authorizationsregistrations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification Consents and registration numbers, approvals and orders of any Governmental Entity certificates necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise Subsidiaries to carry on its their business as it is now being conducted. Neither conducted (the “Company nor Permits”), and all Company Permits are in full force and effect and no suspension or cancellation of any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary Permits is bound or affected or (ii) any Company Permitspending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of or be in full force and effect, or the case suspension or cancellation of, any of clauses (i) and (ii) for any such conflicts, defaults or violations that could the Company Permits would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Section 4.06(a) The Company Permits are sufficient and adequate to permit the continued lawful conduct of the business of the Company Disclosure Schedule sets forthand its Subsidiaries as presently conducted, as and none of the date operations of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or its Subsidiaries is being conducted in a manner that violates in any material respect any of the terms or conditions under which any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company PermitPermit was granted, except any for such Company Permit where insufficiency or inadequacy or such suspension or cancellation could violations that would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth in Section 4.06(a) No petition, action, investigation, notice of violation, notice of forfeiture, complaint or proceeding seeking to revoke, cancel, suspend or withdraw any of the material Company Disclosure SchedulePermits is pending or, since June 30to the Knowledge of the Company, 1996, neither the Company nor any Company Subsidiary has received from threatened before any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, Authority except for written notices relating to possible conflicts, defaults or violations that could as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1, 2021, no written notices from a Governmental Authority have been received by, and no claims by a Governmental Authority have been filed against, the Company or its Subsidiaries alleging a failure of the Company or any of its Subsidiaries to hold or be in compliance with any Company Permit, except for such failures that would not have a Company Material Adverse Effect. Notwithstanding the foregoing, no representation or warranty in this Section 3.5(a) is made with respect to real property matters, which are addressed exclusively in Section 3.17.

Permits; Compliance with Laws. (a) The Each of the Company and the Company its Subsidiaries are is in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbersregistrations, approvals and orders other permits of any Governmental Entity (“Permits”) necessary for the Company or any Company Subsidiary it to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise assets and to carry on its business as it is now being conducted. Neither conducted in compliance with applicable Laws (collectively, the “Company nor any Permits”), and all such Company Subsidiary is Permits are in conflict withfull force and effect, except where the failure to hold such Company Permits (excluding Company Regulatory Permits), or the failure to be in default or violation offull force and effect, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could would not be reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Section 4.06(a) No suspension or cancellation of any of the Company Disclosure Schedule sets forthPermits is pending or, as to the Knowledge of the Company, threatened, except where such suspension or cancellation would not be reasonably expected to result in a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation or breach of, or default under, any Company Permit, except where such violation, breach or default would not be reasonably expected to result in a Company Material Adverse Effect. As of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge Company’s Knowledge, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of the Companya benefit under, threatened against or acceleration of an obligation of the Company or any of its Subsidiaries under, any Company Subsidiary Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses or accelerations that could would not reasonably be expected to have a Company Material Adverse Effect. No such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement, except for violations, breaches, defaults, losses or accelerations that would not reasonably be expected to result in the suspension or cancellation of any Company Permit, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 1996, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company and the Company Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity materially necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to offer or perform its services or to develop, produce, store, distribute and market its products or otherwise to carry on its business as it is now being conductedconducted (collectively, the "Company Permits"), and, as of the date of this Agreement, none of the Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge of Company, threatened. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any material Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other material Company Permit. Since January 1, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 19961997, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible material conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company and the Company Subsidiaries are is in possession of (i) all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity (collectively “Permits”) necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted. Neither conducted and (ii) agreements from all Governmental Entities having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated (collectively, the “Company Permits”), and no suspension or cancellation of any of the Company nor any Permits is pending or, to the Knowledge of the Company, threatened. The Company Subsidiary is not in conflict with, or in default or violation of, except as would not give rise, individually or in the aggregate, to a Company Material Adverse Effect, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits. The Company has not received notice from any regulatory authority that enforces the statutory or regulatory provisions of any pending or threatened investigations or surveys, except in and no such investigations or surveys are pending or, to the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) Knowledge of the Company Disclosure Schedule sets forthCompany, as of the date of this Agreement, all threatened or imminent. There are no actions, proceedings, investigations or surveys pending or, to the knowledge Knowledge of the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Company Permit or (ii) the suspension or cancellation of any other Company Permit, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) 4.06 of the Company Disclosure Schedule, since June 30, 1996, neither the Company nor any Company Subsidiary has not received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Except as Previously Disclosed, each of the Company and the Company Subsidiaries are is in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for each of the Company or any the Company Subsidiary Subsidiaries to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conductedconducted or as is contemplated to be conducted (the "Permits"), except where the failure to have, or the suspension or cancellation of, any of the Permits would not have a Material Adverse Effect on the Company. Neither As of the date of this Agreement, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Permits would not have a Material Adverse Effect on the Company. Except as Previously Disclosed, neither the Company nor any Company Subsidiary is in conflict with, or in default under, breach or violation of, (ia) any Law law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iib) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company Permitsor any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except in the case of clauses (i) and (ii) for any such conflicts, defaults defaults, breaches or violations that could not reasonably be expected to havewould not, individually or in the aggregate, have a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of Effect on the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company Permit, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 1996, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company and the Company each of its Subsidiaries are is in possession of (i) all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity (collectively, "PERMITS") necessary for the Company or any Company the Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conductedconducted and, as of the date of this Agreement, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened. Neither the The Company nor and each of its Subsidiaries is not in any Company Subsidiary is material respect in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its Subsidiaries is bound or affected or (ii) any Permits. Neither the Company Permitsnor any of its Subsidiaries has received written or, except in to the case Company's knowledge, non-written notice from any Governmental Entity pending or threatened investigations and no such investigations are pending or, to the knowledge of clauses (i) and (ii) for any such conflictsthe Company, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectthreatened. Section 4.06(a) 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary of its Subsidiaries that could reasonably be expected to result in (i) the loss or revocation of a Permit or (ii) the suspension or cancellation of any Company other Permit, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) 4.06 of the Company Disclosure Schedule, since June 30, 1996, neither the Company nor any Company Subsidiary of its Subsidiaries has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could are not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company and the Company Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conductedconducted (collectively, the "Company Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company Permit, except any such Company Permit where such suspension or cancellation could would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30August 31, 19961997, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Each Acquired Company and the Company Subsidiaries are Subsidiary is in possession of (i) all franchises, grants, material authorizations, licenses, establishment registrations, product listings, permits, easementscertificates, variances, exceptionsexemptions, consentsapprovals, certificatesorders, identification registrations and registration numbers, approvals and orders of any clearances from the applicable Governmental Entity necessary for the lawful conduct of their respective businesses in all material respects as presently conducted (each, a “Permit” and collectively, the “Company Permits”), and all such Company Permits are in full force and effect, except where the failure to have any Company Permits, or the failure of any Company Permit to be in full force and effect, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Acquired Companies and Company Subsidiaries, taken as a whole. Except as, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Acquired Companies and Company Subsidiaries, taken as a whole, (i) no Company Permit has been revoked, suspended, terminated or materially impaired in any manner since January 1, 2017, (ii) no Acquired Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted. Neither the Company nor any Company Subsidiary is in conflict with, or in material default or violation ofviolation, in any respect, of any of Company Permits and (iiii) any Law applicable to the since January 1, 2017, no Acquired Company or any Company Subsidiary or by which has received any property or asset written notice regarding any of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except matters set forth in the case of foregoing clauses (i) and (ii) for ). There are no Legal Proceedings pending or, to the Knowledge of the Stockholders, threatened, that seek the revocation, cancellation or modification of any Company Permit, except where such conflictsrevocation, defaults cancellation or violations that could not reasonably be expected to havemodification, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company Permit, except any such Company Permit where such suspension or cancellation could has not been and would not reasonably be expected to havebe material to the Acquired Companies and Company Subsidiaries, individually or taken as a whole. Since January 1, 2017, each Acquired Company and Company Subsidiary has been, to the Knowledge of the Stockholders, in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) compliance with each of the Company Disclosure Schedule, since June 30, 1996, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectPermits.

Permits; Compliance with Laws. (a) The Each of the Company and the Company its Subsidiaries are is in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for each of the Company or any Company Subsidiary and its Subsidiaries to own, lease and operate its properties or to offer or perform its services or to develop, produce, store, distribute and market its products or otherwise to carry on its business as it is now being conductedconducted (collectively, the "Company Permits"), except such Permits the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and, as of the date of this Agreement, none of the Company Permits has been suspended or canceled nor is any such suspension or cancellation pending or, to the knowledge of the Company, threatened. All of the Company Permits are set forth in Section 4.06 of the Company Disclosure Schedule. Neither the Company nor any Company Subsidiary of its Subsidiaries is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its Subsidiaries is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to havewhich would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Section 4.06(a) 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary of its Subsidiaries that could reasonably be expected to result in the suspension or cancellation of any other Company Permit, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 1996Since its inception, neither the Company nor any Company Subsidiary of its Subsidiaries has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could . The Merger will not reasonably be expected to have, individually or result in the aggregate, a suspension or cancellation of any Company Material Adverse EffectPermit.

Permits; Compliance with Laws. (a) The Company Each of the Companies, and the Company Subsidiaries are in possession each of (i) their respective employees, holds and has held all franchises, grants, authorizationspermits, licenses, establishment registrations, product listings, permits, easements, variances, exceptionsexemptions, consents, certificates, identification orders and registration numbers, approvals and orders of any all Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable Authorities that are material to the Company operation of the businesses or any Company Subsidiary or by which any property or asset ownership of the properties of the Company or are required to be held by such employees in connection with their employment (the “Permits”). Each of the Companies, and each of their employees, is and has been in compliance in all material respects with the terms of its respective Permits. No suspension, cancellation, modification, revocation or nonrenewal of any Company Subsidiary Permit is bound or affected or (ii) pending, or, to the Company’s knowledge, threatened with respect to any Company Permits. The businesses of the Companies are being and have been conducted in conformity with all Laws, except with respect to such violations as would not be material to the Company. Since January 1, 2014, none of the Companies has received any written, or to the Company’s knowledge, other notice that any of the holders of Shares or the Companies have not complied in any material respect with any Laws applicable to the case ownership, operation or conduct of clauses (i) the businesses of the Companies or their respective Assets. Neither the Companies nor, as applicable, their respective Affiliates have received notice of, and (ii) for are not aware of any such conflictsbasis for, defaults any pending Action or violations that could not order concerning any failure to obtain any investment adviser, broker, dealer, commodity broker-dealer, introducing broker, futures commission merchant, or similar registration, license or qualification, in each case, with respect to the ownership, operation and/or conduct of the business of the Companies or their respective Assets. No investigation or review by any Governmental Authority with respect to the Company is pending or to the Company’s knowledge threatened. No condition exists which is reasonably be expected likely to haveresult in any suit, individually claim, action, proceeding or in investigation by any person or Governmental Authority against the aggregate, a Company Material Adverse EffectCompany. Section 4.06(a4(a)(xi) of the Company Disclosure Schedule sets forth, as of Letter lists the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against registrations and securities licenses held by the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company Permit, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 1996, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectand its employees.

Permits; Compliance with Laws. (a) The Company and the Company Subsidiaries are in possession of (i) all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conductedconducted (collectively, the "Company Permits"), and, as of the date of this Agreement, none of the material Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the knowledge of Company, threatened. Neither the Except with respect to Environmental Permits that are addressed in Section 4.13 hereof, neither Company nor any Company Subsidiary is in conflict in any material respect with, or in material default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30Since March 1, 1996, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company Each of the Company, Blacklist and the Company Subsidiaries are Subsidiary is in possession of (i) all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company, Blacklist and the Company Subsidiary to own, lease and operate its properties or to offer or perform its services or to develop, produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted. Neither conducted (collectively, the “Company Permits”), and, as of the date of this Agreement, none of the Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the Company’s Knowledge, threatened. None of the Company, Blacklist or the Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company Company, Blacklist or any the Company Subsidiary or by which any property or asset of the Company Company, Blacklist or any the Company Subsidiary is bound or affected or (ii) any Company Permits, Permits except in the case of clauses (i) such defaults and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to havethat, individually or and in the aggregate, do not constitute a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule sets forth, as As of the date of this Agreement, all there are no actions, proceedings, proceedings or investigations or surveys pending or, to the knowledge of the Company’s Knowledge, threatened against the Company Company, Blacklist or any the Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit. Since January 1, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have2006, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) none of the Company Disclosure ScheduleCompany, since June 30, 1996, neither Blacklist or the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could . The transactions contemplated hereby will not reasonably be expected to have, individually or result in the aggregate, a suspension or cancellation of any Company Material Adverse EffectPermit.

Permits; Compliance with Laws. (a) The Company and the Company Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products assets or otherwise to carry on its business as it is now being conducted, other than those, the failure of which to possess, could not reasonably be expected to have, individually, or in the aggregate, a Company Material Adverse Effect (collectively, the "COMPANY PERMITS"), and none of the Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the Knowledge of Company, threatened in writing. Neither Except as set forth on SCHEDULE 4.06 of the Company Disclosure Schedule, neither Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) SCHEDULE 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, forth all actions, proceedings, investigations or surveys pending or, to the knowledge Knowledge of the Company, threatened in writing against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company Permit. Since January 1, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 19962000, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance with Laws. (a) The Company and Except as disclosed in the Company Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable SEC Reports filed prior to the Company or any Company Subsidiary or by which any property or asset date of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, this Agreement and except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to haveas, individually or in the aggregate, would not or would not reasonably be expected to have a Company Material Adverse Effect. Section 4.06(a) Effect on Company, Company and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, Orders and approvals of all Governmental Entities that are necessary or advisable for the operation of their respective businesses as now being conducted (collectively, the “Company Permits”), and no suspension or cancellation of any of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys Permits is pending or, to the knowledge of the Company, threatened against threatened. Company and its Subsidiaries are in compliance with the terms of Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company PermitPermits, except any such Company Permit for instances of noncompliance where such suspension or cancellation could not reasonably be expected neither the costs to havecomply nor the failure to comply, individually or in the aggregate, would have or would reasonably be expected to have a Company Material Adverse EffectEffect on Company. Except as set forth Company and its Subsidiaries are in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 1996, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification compliance with respect to possible conflicts, defaults or violations of all Laws, except for written notices relating instances of noncompliance where neither the costs to possible conflicts, defaults or violations that could not reasonably be expected comply nor the failure to havecomply, individually or in the aggregate, would have or would reasonably be expected to have a Company Material Adverse EffectEffect on Company. Except as set forth in Schedule 3.10 to the Company Disclosure Schedule, neither Company nor any of its Subsidiaries has received any written notice of noncompliance with respect to any Laws. Without limitation, during the five years prior to the date of this Agreement, none of Company, any of its Subsidiaries or any director, officer, employee, agent or other Person associated with or acting on behalf of Company or any of its Subsidiaries has, directly or indirectly: (a) used any funds of Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Company or any of its Subsidiaries; (c) violated any provision that would result in a violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar Law; (d) established or maintained any unlawful fund of monies or other assets of Company or any of its Subsidiaries; (e) made any fraudulent entry on the books or records of Company or any of its Subsidiaries; or (f) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business, to obtain special concessions for Company or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for Company or any of its Subsidiaries.

Permits; Compliance with Laws. (a) The Except as set forth in Section 3.06 of the Company Disclosure Schedule, the Company and the Company Subsidiaries Subsidiary are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any and the Company Subsidiary to own, lease and operate its properties or to offer or perform its services or to develop, produce, store, distribute and market its products or otherwise to carry on its business as it is now being conductedconducted (collectively, the “Company Permits”), except where the failure to have such Company Permits would not have a Company Material Adverse Effect, and, as of the date of this Agreement, none of the Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or, to the Company’s Knowledge, threatened. Neither the Company nor any the Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any the Company Subsidiary or by which any property or asset of the Company or any the Company Subsidiary is bound or affected or (ii) any Company Permits, except in the each case of clauses (i) and (ii) for any such conflicts, defaults or violations that could other than as would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. Section 4.06(a) 3.06 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, proceedings or investigations or surveys pending or, to the knowledge of the Company’s Knowledge, threatened against the Company or any the Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any other Company Permit. Since January 1, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 19962006, neither the Company nor any the Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws. To the Company’s Knowledge, except for written notices relating to possible conflicts, defaults or violations that could the transactions contemplated hereby will not reasonably be expected to have, individually or result in the aggregate, a suspension or cancellation of any Company Material Adverse Effect.Permit

Permits; Compliance with Laws. (a) The Company and its Subsidiaries have (whether directly or pursuant to Contracts in which third parties have validly and effectively granted to the Company or its Subsidiaries are the rights of such third parties) in possession of (i) effect all franchisescertificates, grants, authorizationspermits, licenses, establishment franchises, approvals, concessions, qualifications, registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification certifications and registration numbers, approvals and orders of similar authorizations from any Governmental Entity (collectively, “Permits”) that are necessary for the Company or any Company Subsidiary and its Subsidiaries to own, lease or operate their properties and operate its properties or to produce, store, distribute assets and market its products or otherwise to carry on its business their businesses as it is now being currently conducted. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except in where the case of clauses (i) and (ii) for any failure to have such conflicts, defaults or violations that could not reasonably be expected to havePermits, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company Permit, except any such Company Permit where such suspension or cancellation could has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth in Section 4.06(a) Each of the Company Disclosure Schedule, since June 30, 1996, neither and its Subsidiaries is in compliance in all material respects with the terms of its Permits and all applicable Laws and Judgments. Neither the Company nor any Company Subsidiary of its Subsidiaries has received any written communication since October 31, 2009 from any Governmental Entity that alleges that the Company or any of its Subsidiaries is not in compliance in all material respects with, or is subject to any material liability under, any material Permit, Law or Judgment or relating to the revocation or modification of any material Permit. Neither the Company nor any of its Subsidiaries has received any written notification notice that any investigation or review by any Governmental Entity is pending with respect to possible conflictsthe Company or any of its Subsidiaries or any of the properties, defaults assets or violations operations of the Company or any of its Subsidiaries or that any such investigation or review is contemplated. This Section 4.1(j) does not relate to environmental matters, labor relations matters, employee benefits matters or Tax matters to the extent such matters and their compliance with specific Laws, except for written notices relating to possible conflictsJudgments or Permits are the subjects of Section 4.1(k), defaults 4.1(l), 4.1(m) or violations that could not reasonably be expected to have4.1(n), individually or in the aggregate, a Company Material Adverse Effectrespectively.

Permits; Compliance with Laws. (a) The Company and Except as disclosed in the Company Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conducted. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable SEC Reports filed prior to the Company or any Company Subsidiary or by which any property or asset date of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, this Agreement and except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to haveas, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Section 4.06(a) Effect on Company, Company and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, Orders and approvals of all Governmental Entities that are necessary for the operation of their respective businesses as now being conducted (collectively, the "COMPANY PERMITS"), and no suspension or cancellation of any of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys Permits is pending or, to the knowledge of the Company, threatened against threatened. Company and its Subsidiaries are in compliance with the terms of Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company PermitPermits, except any such Company Permit for instances of noncompliance where such suspension or cancellation could not reasonably be expected neither the costs to havecomply nor the failure to comply, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse EffectEffect on Company. Except as set forth Company and its Subsidiaries are in Section 4.06(a) compliance with, and Company and its Subsidiaries have not received any notices of the Company Disclosure Schedule, since June 30, 1996, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification noncompliance with respect to possible conflictsto, defaults or violations of any Laws, except for written notices relating instances of noncompliance where neither the costs to possible conflicts, defaults or violations that could not reasonably be expected comply nor the failure to havecomply, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse EffectEffect on Company. Without limitation, during the five years prior to the date of this Agreement, none of Company, any of its Subsidiaries or any director, officer, employee, agent or other Person associated with or acting on behalf of Company or any of its Subsidiaries has, directly or indirectly, (a) used any funds of Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Company or any of its Subsidiaries; (c) violated any provision that would result in a violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar Law; (d) established or maintained any unlawful fund of monies or other assets of Company or any of its Subsidiaries; (e) made any fraudulent entry on the books or records of Company or any of its Subsidiaries; or (f) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business, to obtain special concessions for Company or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for Company or any of its Subsidiaries, except, in each case, where such acts, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company.

Permits; Compliance with Laws. (a) The Company and the Company Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conductedconducted (collectively, the "Company Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company Permit, except any such Company Permit where such suspension or cancellation could would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30August 31, 19961997, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as disclosed on Section 4.06(b) of the Company Disclosure Schedule, since August 31, 1997, there have been no written notices, citations or decisions by any governmental or regulatory body that any product produced, manufactured or marketed at any time by the Company or any of the Company Subsidiaries (the "COMPANY PRODUCTS"), other than a Company Third Party Product (as defined below), is defective or fails to meet any applicable standards promulgated by any such governmental or regulatory body, and no senior executive officer of the Company or any of the Company Subsidiaries knows of any such defect or failure which has not been remedied or is in the process of being remedied. In the case of products which are produced or manufactured by third parties and are distributed by the Company or any of the Company Subsidiaries (the "COMPANY THIRD PARTY PRODUCTS"), to the knowledge of any of the senior executive officers of the Company or any of the Company Subsidiaries, since August 31, 1997, there have been no written notices, citations or decisions by any governmental or regulatory body that any Company Third Party Product distributed at any time by the Company or any of the Company Subsidiaries is defective or fails to meet any applicable standards promulgated by any such governmental or regulatory body, and none of the senior executive officers of the Company or any of the Company Subsidiaries knows of any such defect or failure which has not been remedied or is in the process of being remedied. The Company and each of the Company Subsidiaries (i) has complied with the laws, regulations, policies, procedures and specifications applicable to the Company with respect to the design, manufacture, testing and inspection of Company Products in the United States and the operation of manufacturing facilities in the United States promulgated by the United States Federal Communications Commission (the "FCC"), and (ii) has complied with the laws, regulations, policies, procedures and specifications applicable to the Company or such Company Subsidiary, as applicable, in any jurisdiction outside the United States with respect to the design, manufacture, testing and inspection of Company Products and the operation of manufacturing facilities outside of the United States, except in the case of clause (i) or (ii) for such non- compliance as would not have a Company Material Adverse Effect. Except as disclosed on Section 4.06(b) of the Company Disclosure Schedule, since August 31, 1997, there have been no recalls, field notifications or seizures ordered or, to the knowledge of any of the senior executive officers of the Company or any of its Subsidiaries, threatened by any such governmental or regulatory body with respect to any of the Company Products, other than Company Third Party Products, and neither the Company nor any of the Company Subsidiaries has independently engaged in recalls or field notifications. In the case of Company Third Party Products distributed by the Company or any of the Company Subsidiaries, neither the Company nor any of the Company Subsidiaries has received any notices or any recalls, field notifications or seizures ordered or threatened by any such governmental or regulatory body with respect to any of such Company Third Party Products, and neither the Company nor any of the Company Subsidiaries has independently engaged in recalls or field notifications. (c) Except as set forth on Section 4.06(c)(i) of the Company Disclosure Schedule, the Company or one or more of the Company Subsidiaries has obtained, in all countries where the Company or such Company Subsidiary, as applicable, is marketing or has marketed the Company Products, all applicable licenses, registrations, approvals, clearances and authorizations required to be obtained by it by local, state or Federal agencies in such countries regulating the safety, effectiveness and market clearance of the Company Products in such countries that are currently marketed by the Company or such Company Subsidiary, as applicable, except where the failure to obtain such licenses, registrations, approvals, clearances and authorizations would not have a Company Material Adverse Effect. Section 4.06(c)(ii) of the Company Disclosure Schedule sets forth a list of all licenses, registrations, approvals, permits and device listings relating to Company Products. Section 4.06(c)(iii) of the Company Disclosure Schedule sets forth a description of all inspections by regulatory authorities, recalls, product actions and audits of Company Products since August 31, 1997. SECTION 4.07.

Permits; Compliance with Laws. (a) The Each Acquired Company and the Company Subsidiaries are is in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easementscertificates, variances, exceptionsexemptions, consentsapprovals, certificatesorders, identification registrations and registration numbers, approvals and orders clearances of any Governmental Entity (each, a “Permit”) necessary for the such Acquired Company or any Company Subsidiary to own, lease and operate its properties or to produceand assets, store, distribute and market its products or otherwise to carry on and operate its business businesses as it is now being conducted. Neither currently conducted (the “Company nor Permits”), and all such Company Permits are in full force and effect, except where the failure to have any Company Subsidiary is in conflict withPermits, or the failure of any Company Permit to be in default full force and effect, individually or violation ofin the aggregate, has not been and would not reasonably be expected to be material to the Acquired Companies, taken as a whole. Except as, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Acquired Companies, taken as a whole, (i) no Company Permit has been revoked, suspended, terminated or materially impaired in any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or manner since January 1, 2017, (ii) no Acquired Company is in default or violation, in any respect, of any of Company PermitsPermits and (iii) since January 1, except 2017, no Acquired Company has received any written notice regarding any of the matters set forth in the case of foregoing clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect). Section 4.06(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys There are no Legal Proceedings pending or, to the knowledge of the CompanyStockholders, threatened against threatened, that seek the Company revocation, cancellation or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation modification of any Company Permit, except any such Company Permit where such suspension revocation, cancellation or cancellation could not reasonably be expected to havemodification, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 1996, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not been and would not reasonably be expected to havebe material to the Acquired Companies, individually or taken as a whole. Since January 1, 2017, each Acquired Company has been, to the knowledge of the Stockholders, in compliance with each of the aggregate, a Company Material Adverse EffectPermits.

Permits; Compliance with Laws. (a) The Except as set forth in Section 3.10 to the Company Disclosure Schedule, the Company and the Company its Subsidiaries are in possession of (i) hold all franchises, grants, authorizationsmaterial permits, licenses, establishment registrations, product listings, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, identification Orders and registration numbers, approvals and orders of any all Governmental Entity Entities that are necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business operation of their respective material businesses as it is now being conducted. Neither conducted (collectively, the “Company nor Permits”), and no suspension or cancellation of any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary Permits is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against threatened. Except as set forth in Section 3.10 to the Company or Disclosure Schedule, the Company and each of its Subsidiaries is in compliance with, and the Company and its Subsidiaries have not received any notices of noncompliance with respect to, the Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of Permits and any Company PermitLaws, except any such Company Permit for instances of noncompliance where such suspension or cancellation could not reasonably be expected neither the costs to havecomply nor the failure to comply, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse EffectEffect on the Company. Except To the knowledge of the Company, and except as set forth in Section 4.06(a) 3.10 to the Company Disclosure Schedule and except for ordinary regulatory examinations relating to the origination, mortgage lending and servicing activities of the Company Disclosure Scheduleand its Subsidiaries, since June 30, 1996, neither the Company nor any Company Subsidiary has received from no investigation by any Governmental Entity any written notification with respect to possible conflictsthe Company and its Subsidiaries is pending or threatened. Without limitation, defaults during the three years prior to the date of this Agreement, none of the Company, any of its Subsidiaries or violations any director, officer, or employee of, or, to the knowledge of Lawsthe Company, except any agent or other Person acting on behalf of the Company or any of its Subsidiaries has, directly or indirectly: (a) used any funds of the Company or any of its Subsidiaries for written notices unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to possible conflictspolitical activity; (b) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Company or any of its Subsidiaries; (c) violated any provision of the Foreign Corrupt Practices Act of 1977, defaults as amended, or violations that could not reasonably be expected any similar Law; (d) established or maintained any unlawful fund of monies or other assets of the Company or any of its Subsidiaries; (e) made any fraudulent entry on the books or records of the Company or any of its Subsidiaries; or (f) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to haveany Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business, to obtain special concessions for the Company or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or any of its Subsidiaries, except, in each case referred to in clauses (a) through (f), where such acts, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Permits; Compliance with Laws. (a) The Each of Company and the Company Subsidiaries are is in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for Company and the Company or any Company Subsidiary Subsidiaries to own, lease and operate its their respective properties and assets, or to produce, store, distribute and market its their respective products or otherwise to carry on its business their respective businesses as it is they are now being conducted, except to the extent any failure to possess such franchise, grant, authorization, license, certificate, identification and registration numbers, approvals and orders shall not result in a Company Material Adverse Effect (collectively, the "COMPANY PERMITS"), and, as of the date of this Restated Agreement, none of the Company Permits has been suspended or cancelled nor is any such suspension or cancellation pending or threatened in writing. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any such Company Subsidiary or by which any property or asset of the Company or any such Company Subsidiary is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) Schedule 4.06 of the Company Disclosure Schedule sets forth, as of the date of this Restated Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge Knowledge of the Company, threatened in writing against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company Permit. Since December 31, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 19961997, neither the Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could . The Merger will not reasonably be expected to have, individually or result in the aggregate, a suspension or cancellation of any Company Material Adverse EffectPermit.

Permits; Compliance with Laws. (a) The Company and the Company Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Entity necessary for the Company or any Company Subsidiary to own, lease and operate its properties or to produce, store, distribute and market its products or otherwise to carry on its business as it is now being conductedconducted and (ii) agreements from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the facility or facilities in the manner in which it or they are currently operated (collectively, the "Company Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits are not reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (ii) any Company Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that could are not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.06(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions, proceedings, investigations or surveys pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that could reasonably be expected to result in the suspension or cancellation of any Company Permit, except any such Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, since June 30, 1996, neither Neither the Company nor any Company Subsidiary has received notice from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws, except for written notices relating to possible conflicts, defaults or violations that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.the