Common use of Permits; Compliance with Laws Clause in Contracts

Permits; Compliance with Laws. (a) Parent, Merger Sub and each other Parent Subsidiary 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 Parent, Merger Sub or any other Parent Subsidiary to own, lease and operate its properties or to store, distribute and market its products or otherwise to carry on its business as it is now being conducted 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 Medicare program, any applicable Medicaid program or any comparable foreign medical reimbursement program (collectively, the "PARENT PERMITS"), except where the failure to have, or the suspension or cancellation of, any of the Parent Permits could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the knowledge of Parent, threatened, except where the failure to have, or the suspension or cancellation of, any of the Parent Permits could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, all of Parent'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. None of Parent, Merger Sub or any other Parent Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to Parent, Merger Sub or any other Parent Subsidiary or by which any property or asset of Parent, Merger Sub or any other Parent Subsidiary is bound or affected or (ii) any Parent 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 Parent Material Adverse Effect. Neither Purchaser nor any Purchaser 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 Parent, threatened or imminent that could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 5.06(a) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, all actions ,proceedings, investigations or surveys pending or, to the knowledge of Parent, threatened against Parent or any Parent Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Parent Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid program or (ii) the suspension or cancellation of any other Parent Permit, except any such Parent Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, since December 31, 1995, neither Parent nor any Parent 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 Parent Material Adverse Effect.

Permits; Compliance with Laws. (a) Parent, Merger Sub STC and each other Parent Subsidiary is the STC 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 Entity, including, without limitation, the FDA, the DEA, and similar authorities in other jurisdictions, necessary for Parent, Merger Sub STC or any other Parent STC 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 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 Medicare program, any applicable Medicaid program or any comparable foreign medical reimbursement program (collectively, the "PARENT PERMITSSTC Permits"), except where the failure to have, or the suspension or cancellation of, any of the Parent STC Permits could not reasonably be expected to have, individually or in the aggregate, a Parent an STC Material Adverse Effect, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent STC Permits is pending or, to the knowledge of ParentSTC, threatened, except where the failure to have, or the suspension or cancellation of, any of the Parent STC Permits could not reasonably be expected to have, individually or in the aggregate, a Parent an STC Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, all of Parent'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. None of Parent, Merger Sub or Neither STC nor any other Parent STC Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to Parent, Merger Sub STC or any other Parent STC Subsidiary or by which any property or asset of Parent, Merger Sub STC or any other Parent STC Subsidiary is bound or affected or (ii) any Parent STC 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 Parent Material Adverse Effect. Neither Purchaser nor any Purchaser 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 Parent, threatened or imminent that could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 5.06(a) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, all actions ,proceedings, investigations or surveys pending or, to the knowledge of Parent, threatened against Parent or any Parent Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Parent Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid program or (ii) the suspension or cancellation of any other Parent Permit, except any such Parent Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, since December 31, 1995, neither Parent nor any Parent 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 Parent an STC Material Adverse Effect.

Permits; Compliance with Laws. (a) Parent, Merger Sub The Company and each other Parent Subsidiary is in possession of the Company subsidiaries have (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 Parent, Merger Sub the Company or any other Parent Subsidiary 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 and (ii) agreements and certifications 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 programprogram ("Medicare"), any applicable state Medicaid program -------- ("Medicaid") or any comparable foreign medical reimbursement program (all the -------- matters referred to in clauses (i) and (ii) collectively, the "PARENT PERMITSCompany ------- Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the Parent Company Permits could will not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect with respect to the Company, and, as of the date of this Agreement, and no suspension or cancellation of any of the Parent Company Permits is pending or, to the knowledge of Parentthe Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Parent Company Permits could will not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect with respect to the Company. Without limiting the generality of the foregoing, except as set forth in Section 5.06(a) of the Parent Disclosure ScheduleSchedule 4.14(a), all of Parentthe Company's facilities are certified for participation or enrollment in the Medicare programprogram and the Medicaid programs for states in which the Company has facilities, have a current and valid provider contract contracts with the Medicare program and the Medicaid programs for states in which the Company has facilities and are in substantial compliance with the conditions of participation of such programs. None of Parent, Merger Sub or Neither the Company nor any other Parent Subsidiary Company subsidiary is in conflict with, or in default or violation of, (iA) any Law law applicable to Parent, Merger Sub the Company or any other Parent Subsidiary Company subsidiary or by which any property or asset of Parent, Merger Sub the Company or any other Parent Subsidiary Company subsidiary is bound or affected or (iiB) any Parent Company Permits, except in the case of clauses (iA) and (iiB) for any such conflicts, defaults or violations that could will not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect with respect to the Company. Neither Purchaser the Company nor any Purchaser Subsidiary 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 Parentthe Company, threatened or imminent that could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectimminent. Section 5.06(aSchedule 4.14(a) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, all actions ,actions, proceedings, investigations or surveys pending or, to the knowledge of Parentthe Company, threatened against Parent the Company or any Parent Subsidiary Company subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Parent Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid program programs or (ii) the suspension or cancellation of any other Parent Company Permit, except except, in the case of clauses (i) and (ii), any such Parent Company Permit where such suspension or cancellation could will not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, since December 31, 1995, neither Parent nor any Parent Subsidiary has received from any Governmental Entity any written notification Effect 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 Parent Material Adverse EffectCompany.

Permits; Compliance with Laws. (a) Parent, Merger Sub and each other Parent Subsidiary 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 Parent, Merger Sub or any other Parent Subsidiary to own, lease and operate its properties or to store, distribute and market its products or otherwise to carry on its business Except as it is now being conducted 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 disclosed in the manner in which it Company SEC Reports filed prior to the date of this Agreement and except as set forth on Schedule 3.9 to the Company Disclosure Schedule or they are currently operated and receive reimbursement for care provided to patients covered under the Medicare program, any applicable Medicaid program or any comparable foreign medical reimbursement program (collectively, the "PARENT PERMITS"), except where the failure to have, or the suspension or cancellation of, any of the Parent Permits could not reasonably be expected to haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect, andthe 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 of now being conducted (collectively, the date of this Agreement“Company Permits”), and no suspension or cancellation of any of the Parent Company Permits is pending or, to the knowledge of Parentthe Company, threatened. The Company and its Subsidiaries are in compliance with, and the Company and its Subsidiaries have not received any notices of noncompliance with respect to, the Company Permits and any Laws, except for instances of noncompliance where neither the costs to comply nor the failure to have, or the suspension or cancellation of, any of the Parent Permits could not reasonably be expected to havecomply, individually or in the aggregate, has or would reasonably be expected to have a Parent Company Material Adverse Effect. Without limiting limitation, during the generality three years prior to the date of this Agreement, none of the foregoingCompany, except as set forth in Section 5.06(a) any of its Subsidiaries or any director, officer, or employee of, or, to the knowledge of the Parent Disclosure ScheduleCompany, all any agent or other Person associated with or acting on behalf of Parent'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. None of Parent, Merger Sub 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 Parent Subsidiary is in conflict withunlawful 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 in default any similar Law; (d) established or violation of, (i) maintained any Law applicable to Parent, Merger Sub 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 Parent Subsidiary unlawful payment to any Person, private or by which any public, regardless of form, whether in money, property or asset of Parentservices, Merger Sub to obtain favorable treatment in securing business, to obtain special concessions for the Company or any other Parent Subsidiary is bound of its Subsidiaries, to pay for favorable treatment for business secured or affected to pay for special concessions already obtained for the Company or (ii) any Parent Permitsof its Subsidiaries, except except, in the each case of referred to in clauses (ia) and through (ii) for any f), where such conflicts, defaults or violations that could not reasonably be expected to haveacts, individually or in the aggregate, a Parent Material Adverse Effect. Neither Purchaser nor any Purchaser 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, not had and no such investigations or surveys are pending or, to the knowledge of Parent, threatened or imminent that could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 5.06(a) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, all actions ,proceedings, investigations or surveys pending or, to the knowledge of Parent, threatened against Parent or any Parent Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Parent Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid program or (ii) the suspension or cancellation of any other Parent Permit, except any such Parent Permit where such suspension or cancellation could would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, since December 31, 1995, neither Parent nor any Parent 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 Parent Company Material Adverse Effect.

Permits; Compliance with Laws. (a) Parent, Merger Sub and each other Parent Subsidiary 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 Parent, Merger Sub or any other Parent Subsidiary to own, lease and operate its properties or to store, distribute and market its products or otherwise to carry on its business as it is now being conducted 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 Medicare program, any applicable Medicaid program or any comparable foreign medical reimbursement program (collectively, the "PARENT PERMITS"), except where the failure to have, or the suspension or cancellation of, any of the Parent Permits could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the knowledge of Parent, threatened, except where the failure to have, or the suspension or cancellation of, any of the Parent Permits could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, all of Parent'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. None of Parent, Merger Sub or any other Parent Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to Parent, Merger Sub or any other Parent Subsidiary or by which any property or asset of Parent, Merger Sub or any other Parent Subsidiary is bound or affected or (ii) any Parent 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 Parent Material Adverse Effect. Neither Purchaser nor any Purchaser 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 Parent, threatened or imminent that could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 5.06(a) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, all actions ,proceedings, investigations or surveys pending or, to the knowledge of Parent, threatened against Parent or any Parent Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Parent Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid program or (ii) the suspension or cancellation of any other Parent Permit, except any such Parent Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, since December 31, 1995, neither Parent nor any Parent 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 Parent Material Adverse Effect.

Permits; Compliance with Laws. (a) Parent, Merger Sub The Company and each other Parent Subsidiary is 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 Parent, Merger Sub the Company or any other Parent 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 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 programprogram ("MEDICARE"), any applicable state Medicaid program ("MEDICAID") or any comparable foreign medical reimbursement program (collectively, the "PARENT COMPANY PERMITS"), except where the failure to have, or the suspension or cancellation of, any of the Parent Company Permits could not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Company Permits is pending or, to the knowledge of Parentthe Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Parent Company Permits could not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 5.06(a4.06(a) of the Parent Company Disclosure Schedule, all of Parentthe 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. None of Parent, Merger Sub or Neither the Company nor any other Parent Company Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to Parent, Merger Sub the Company or any other Parent Company Subsidiary or by which any property or asset of Parent, Merger Sub the Company or any other Parent Company Subsidiary is bound or affected or (ii) any Parent 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 Parent Company Material Adverse Effect. Neither Purchaser the Company nor any Purchaser 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 Parentthe Company, threatened or imminent that could reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Section 5.06(a4.06(a) of the Parent Company Disclosure Schedule sets forth, as of the date of this Agreement, all actions ,actions, proceedings, investigations or surveys pending or, to the knowledge of Parentthe Company, threatened against Parent the Company or any Parent Company Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Parent Company Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid program programs or (ii) the suspension or cancellation of any other Parent Company Permit, except any such Parent Company Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Except as set forth in Section 5.06(a4.06(a) of the Parent Company Disclosure Schedule, since December 31June 30, 19951996, neither Parent the Company nor any Parent 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 Parent Material Adverse Effect.or

Permits; Compliance with Laws. (a) Parent, Merger Sub and each other Parent Subsidiary 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 Parent, Merger Sub or any other Parent Subsidiary to own, lease and operate its properties or to store, distribute and market its products or otherwise to carry on its business as it is now being conducted 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 Medicare program, any applicable Medicaid program or any comparable foreign medical reimbursement program (collectively, the "PARENT PERMITS"), except where the failure to have, or the suspension or cancellation of, any of the Parent Permits could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the knowledge of Parent, threatened, except where the failure to have, or the suspension or cancellation of, any of the Parent Permits could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, all of Parent'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. None of Parent, Merger Sub or any other Parent Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to Parent, Merger Sub or any other Parent Subsidiary or by which any property or asset of Parent, Merger Sub or any other Parent Subsidiary is bound or affected or (ii) any Parent 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 Parent Material Adverse Effect. Neither Purchaser nor any Purchaser 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 Parent, threatened or imminent that could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 5.06(a) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, all actions ,proceedings, investigations or surveys pending or, to the knowledge of Parent, threatened against Parent or any Parent Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Parent Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid program or (ii) the suspension or cancellation of any other Parent Permit, except any such Parent Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, since December 31, 1995, neither Parent nor any Parent 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 Parent Material Adverse Effect.

Permits; Compliance with Laws. (a) Parent, Merger Sub The Company and each other Parent Subsidiary is 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 Parent, Merger Sub the Company or any other Parent 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 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 operated. The products manufactured and receive reimbursement for care provided supplied by Eurand Microencapsulation S.A. to patients covered under the Medicare programCompany comply with all agreed upon specifications and are manufactured, any stored and shipped in compliance with all applicable Medicaid program or any comparable foreign medical reimbursement program (collectivelyFederal, state and local laws and government regulations, including, without limitation, the "PARENT PERMITS"), except where the failure to have, or the suspension or cancellation of, any current good manufacturing regulations of each relevant regulatory authority. Section 4.06 of the Parent Permits could not reasonably be expected to have, individually or in the aggregate, Company Disclosure Schedule contains a Parent Material Adverse Effect, and, as complete and correct copy of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the knowledge of Parent, threatened, except where the failure to have, or the suspension or cancellation of, any of the Parent Permits could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, all of Parent'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. None of Parent, Merger Sub or any other Parent Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable each pending application or registration for governmental approval and each governmental approval held by the Company to Parentimport, Merger Sub or any other Parent Subsidiary or by which any property or asset of Parentexport, Merger Sub or any other Parent Subsidiary is bound or affected or (ii) any Parent Permitsstore, except in market and sell the case of clauses (i) Company's products, and (ii) for any such conflicts, defaults the most recent report by or violations that could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither Purchaser nor any Purchaser 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 Parent, threatened or imminent that could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 5.06(a) on behalf of the Parent Disclosure Schedule sets forth, as FDA or any other governmental body involving or relating to any facility inspection of the date of this Agreement, all actions ,proceedings, investigations or surveys pending or, to the knowledge of Parent, threatened against Parent or any Parent Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Parent Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid program or (ii) the suspension or cancellation of any other Parent Permit, except any such Parent Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectCompany facilities. Except as set forth in Section 5.06(a) 4.06 of the Parent Company Disclosure Schedule, since December 31(i) the Company possesses such governmental 18. approvals from all governmental bodies including, 1995without limitation, neither Parent nor all FDA Approvals, necessary to permit the operation of its business in the manner as the same is currently conducted, and to operate, own or occupy its properties, (ii) there have been no product recalls, field corrective activity, medical device reports, warning letters or administrative actions by the FDA or any Parent Subsidiary has received from other governmental body, and (iii) to the best of the Company's knowledge (aa) there is no administrative action pending or threatened for the revocation of any Governmental Entity such governmental approval and (bb) assuming the obtaining of the authorizations, consents, approvals and other actions listed in the Section 4.06 of the Company Disclosure Schedule no governmental approval by any written notification with respect to possible conflictsgovernmental body having jurisdiction over the operation of the Company's businesses, 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 whether in whole or in part, will be revoked, or become ineffective or subject to revocation, as a consequence of the aggregate, a Parent Material Adverse Effecttransactions contemplated by this Agreement.

Permits; Compliance with Laws. (a) ParentThe Company and its Subsidiaries are, Merger Sub and each other Parent Subsidiary is at all times since January 1, 2020 has been, 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 Parent, Merger Sub or any other Parent Subsidiary the Company and its Subsidiaries to own, lease and operate its their properties or to store, distribute and market its products or otherwise assets and to carry on its their business as it is now being conducted and as of the date of this Agreement (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 Medicare program, any applicable Medicaid program or any comparable foreign medical reimbursement program (collectively, the "PARENT PERMITS"“Company Permits”), except where in each case, to the failure extent material to have(x) the Company and its Subsidiaries, taken as a whole, or the (y) any Registered Adviser or Registered Broker-Dealer, and all such Company Permits are valid, in full force and effect and no suspension or cancellation ofof any such Company Permit is pending or, any to the Knowledge of the Parent Permits could not Company, threatened, and no event has occurred or circumstances exists that would reasonably be expected to have(with or without due notice or lapse of time or both) to, individually or in the aggregate, constitute or result in a Parent Material Adverse Effectviolation of, andor a failure to comply in any material respect with, any requirements of any such Company Permit, or result in the (or give rise to any right of) revocation, withdrawal, suspension, modification, cancellation, impairment, forfeiture, non-renewal, limitation or termination thereof, except, in each case, where the failure to be in possession of or be in full force and effect, or the violation, failure to comply, revocation, withdrawal, suspension, modification, cancellation, impairment, forfeiture, non-renewal, limitation or termination of, any such Company Permits as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Company and its Subsidiaries, taken as a whole. All material Company Permits as of the date hereof are listed on Section 4.5(a) of this Agreementthe Company Disclosure Letter, no suspension including the type of Company Permit, the Company Permit number, the jurisdiction issuing such Company Permit and the expiration date of such Company Permit. The Company Permits are sufficient and adequate in all material respects to permit the continued lawful conduct of the business of the Company and its Subsidiaries as presently conducted, and none of the operations of the Company or cancellation of its Subsidiaries is being conducted in a manner that violates, any of the Parent terms or conditions under which any Company Permit was granted, except for such violations or failures to be sufficient or adequate that would not be, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. No petition, action, investigation, notice of violation or apparent liability, notice of forfeiture, order to show cause, complaint, or proceeding seeking to revoke, reconsider the grant of, cancel, suspend, or modify any of the Company Permits is pending or, to the knowledge Knowledge of Parentthe Company, threatened, threatened before any Governmental Authority except where the failure to haveas would not, or the suspension or cancellation of, any of the Parent Permits could would not reasonably be expected to, be material and adverse to havethe Company and its Subsidiaries, individually or in taken as a whole. No written notices have been received by and no claims have been filed or, to the aggregate, a Parent Material Adverse Effect. Without limiting the generality Knowledge of the foregoingCompany, are pending against the Company or its Subsidiaries alleging a failure to hold any requisite Company Permit, except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, all of Parent'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. None of Parent, Merger Sub or any other Parent Subsidiary is in conflict withwould not, or in default or violation of, (i) any Law applicable to Parent, Merger Sub or any other Parent Subsidiary or by which any property or asset of Parent, Merger Sub or any other Parent Subsidiary is bound or affected or (ii) any Parent 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 haveto, individually or in the aggregate, a Parent Material Adverse Effect. Neither Purchaser nor any Purchaser 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, be material and no such investigations or surveys are pending or, adverse to the knowledge of ParentCompany and its Subsidiaries, threatened or imminent that could reasonably be expected to have, individually or in the aggregate, taken as a Parent Material Adverse Effect. Section 5.06(a) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, all actions ,proceedings, investigations or surveys pending or, to the knowledge of Parent, threatened against Parent or any Parent Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Parent Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid program or (ii) the suspension or cancellation of any other Parent Permit, except any such Parent Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, since December 31, 1995, neither Parent nor any Parent 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 Parent Material Adverse Effectwhole.

Permits; Compliance with Laws. (a) WAG, Parent, Merger Sub and each other Parent Subsidiary 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 WAG, Parent, Merger Sub or any other Parent Subsidiary to own, lease and operate its properties or to store, distribute and market its products or otherwise to carry on its business as it is now being conducted 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 Medicare program, any applicable Medicaid program or any comparable foreign medical reimbursement program (collectively, the "PARENT PERMITS"), except where the failure to have, or the suspension or cancellation of, any of the Parent Permits could would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the knowledge of ParentParent or WAG, threatened, except where the failure to have, or the suspension or cancellation of, any of the Parent Permits could would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, all of Parent'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. None of WAG, Parent, Merger Sub or any other Parent Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to WAG, Parent, Merger Sub or any other Parent Subsidiary or by which any property or asset of WAG, Parent, Merger Sub or any other Parent Subsidiary is bound or affected or (ii) any Parent 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 Parent Material Adverse Effect. Neither Purchaser nor any Purchaser 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 Parent, threatened or imminent that could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 5.06(a) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, all actions ,proceedings, investigations or surveys pending or, to the knowledge of Parent, threatened against Parent or any Parent Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Parent Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid program or (ii) the suspension or cancellation of any other Parent Permit, except any such Parent Permit where such suspension or cancellation could would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, since December 31, 19951997, neither WAG or Parent nor any Parent 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 Parent Material Adverse Effect.

Permits; Compliance with Laws. (a) ParentExcept as set forth in Section 5.06 of the Parent Disclosure Schedule, Merger Sub Parent and each other the Parent Subsidiary is 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 Parent, Merger Sub Parent or any other Parent 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 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 Medicare program, any applicable Medicaid program or any comparable foreign medical reimbursement program (collectively, the "PARENT PERMITSParent Permits"), ) except where the failure to have, or the suspension or cancellation of, any of the for Parent Permits permits which could not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect, and, as of the date of this Agreement, no suspension or cancellation of any none of the Parent Permits has been suspended or canceled nor is any such suspension or cancellation pending or, to the knowledge of Parent, threatened, except where the failure to have, or the suspension or cancellation of, . Neither Parent nor any of the Parent Permits could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, all of Parent'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. None of Parent, Merger Sub or any other Parent Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to Parent, Merger Sub Parent or any other Parent Subsidiary or by which any material property or asset of Parent, Merger Sub Parent or any other Parent Subsidiary is bound or affected or (ii) any Parent Permits, except in the case of clauses (i) and (ii) for any such conflicts, defaults or violations that which could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither Purchaser nor any Purchaser 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 Parent, threatened or imminent that could reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Section 5.06(a) 5.06 of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, all actions ,actions, proceedings, investigations or surveys pending or, to the knowledge of Parent, threatened against Parent or any Parent Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Parent Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid program or (ii) the suspension or cancellation of any other material Parent Permit, except any such Parent Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as set forth in Section 5.06(a) 5.06 of the Parent Disclosure Schedule, since December 31August 13, 19951999, neither Parent nor any Parent 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 Parent Material Adverse Effect.

Permits; Compliance with Laws. (a) Parent, Merger Sub Each of Parent and each other the Parent Subsidiary Subsidiaries 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 Parent, Merger Sub Parent or any other Parent Subsidiary to own, lease and operate its properties or to store, distribute and market its products or otherwise to carry on its business as it is now being conducted 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 Medicare program, any applicable Medicaid program or any comparable foreign medical reimbursement program (collectively, the "PARENT PERMITSParent Permits"), and all such Parent Permits are valid and in full force and effect, except where the failure to have, or the suspension or cancellation of, any of Parent Permits, or the failure of any such Parent Permits could not reasonably to be expected to havevalid and in full force and effect, would not, individually or in the aggregate, (i) have a Parent Material Adverse Effect, or (ii) prevent or materially delay the performance by Parent or Merger Sub of their respective obligations pursuant to this Agreement and the consummation of the Merger, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the knowledge of Parent, threatened, except where the failure to have, or the suspension or cancellation of, any of the Parent Permits could not reasonably be expected to havewould not, individually or in the aggregate, (i) have a Parent Material Adverse Effect. Without limiting Effect or (ii) prevent or materially delay the generality performance by Parent or Merger Sub of their respective obligations pursuant to this Agreement and the consummation of the foregoing, except Merger. Except as set forth disclosed in Section 5.06(a) 4.06 of the Parent Disclosure Schedule, all of Parent'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. None of Parent, Merger Sub or neither Parent nor any other Parent Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to Parent, Merger Sub Parent or any other Parent Subsidiary or by which any property or asset of Parent, Merger Sub Parent or any other Parent Subsidiary is bound or affected or (ii) any Parent 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, would neither individually or in the aggregate, (A) have a Parent Material Adverse Effect. Neither Purchaser Effect nor any Purchaser Subsidiary has received notice from (B) prevent or materially delay the regulatory authorities that enforce performance by Parent or Merger Sub of their respective obligations pursuant to this Agreement and 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 Parent, threatened or imminent that could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 5.06(a) consummation of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, all actions ,proceedings, investigations or surveys pending or, to the knowledge of Parent, threatened against Parent or any Parent Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Parent Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid program or (ii) the suspension or cancellation of any other Parent Permit, except any such Parent Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, since December 31, 1995, neither Parent nor any Parent 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 Parent Material Adverse EffectMerger.

Permits; Compliance with Laws. (a) Parent, Merger Sub STC and each other Parent Subsidiary is the STC 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 Entity, including, without limitation, the FDA, the DEA, and similar authorities in other jurisdictions, necessary for Parent, Merger Sub STC or any other Parent STC 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 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 Medicare program, any applicable Medicaid program or any comparable foreign medical reimbursement program (collectively, the "PARENT PERMITSSTC Permits"), except where the failure to have, or the suspension or cancellation of, any of the Parent STC Permits could not reasonably be expected to have, individually or in the aggregate, a Parent an STC Material Adverse Effect, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent STC Permits is pending or, to the knowledge of ParentSTC, threatened, except where the failure to have, or the suspension or cancellation of, any of the Parent STC Permits could not reasonably be expected to have, individually or in the aggregate, a Parent an STC Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, all of Parent'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. None of Parent, Merger Sub or Neither STC nor any other Parent STC Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to Parent, Merger Sub STC or any other Parent STC Subsidiary or by which any property or asset of Parent, Merger Sub STC or any other Parent STC Subsidiary is bound or affected or (ii) any Parent STC 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 Parent an STC Material Adverse Effect. Neither Purchaser nor any Purchaser Subsidiary has received notice from (b) Except as disclosed in 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 Parent, threatened or imminent that could reasonably be expected to have, individually STC Reports or in the aggregate, a Parent Material Adverse Effect. Section 5.06(a4.06(b) of the Parent STC Disclosure Schedule sets forth, or as of the date of this Agreement, all actions ,proceedings, investigations or surveys pending or, to the knowledge of Parent, threatened against Parent or any Parent Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Parent Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid program or (ii) the suspension or cancellation of any other Parent Permit, except any such Parent Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Parent an STC Material Adverse Effect. Except as set forth in Section 5.06(a: (i) to the knowledge of STC, all of the Parent Disclosure Scheduleclinical studies which have been, since December 31or are being, 1995conducted by or for STC and the STC Subsidiaries are being conducted in substantial compliance with generally accepted good clinical practices and all applicable government regulatory requirements; and (ii) to the knowledge of STC, neither Parent nor none of STC, the STC Subsidiaries or any Parent of their respective officers, employees or agents (during the term of such person's employment by STC or any STC 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 Parent Material Adverse Effect.while 13

Permits; Compliance with Laws. (a) ParentExcept as disclosed in the Filed Company SEC Documents, Merger Sub and each other Parent Subsidiary is in possession of (i) 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 the rights of such third parties) in 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 Entity, including all Health Authority requirements under Health Laws, (collectively, “Permits”) that are necessary for Parent, Merger Sub or any other Parent Subsidiary the Company and its Subsidiaries to own, lease or operate their properties and operate its properties or assets, to storeconduct research and development, distribute and market its products or otherwise to carry on its business their businesses as it is now being conducted 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 Medicare program, any applicable Medicaid program or any comparable foreign medical reimbursement program (collectively, the "PARENT PERMITS")conducted, except where the failure to have, or the suspension or cancellation of, any of the Parent Permits could not reasonably be expected to havehave such Permits, individually or in the aggregate, a Parent Material Adverse Effect, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the knowledge of Parent, threatened, except where the failure to have, or the suspension or cancellation of, any of the Parent Permits could has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, all of Parent'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. None of Parent, Merger Sub or any other Parent Subsidiary is in conflict with, or in default or violation of, (i) any Law applicable to Parent, Merger Sub or any other Parent Subsidiary or by which any property or asset of Parent, Merger Sub or any other Parent Subsidiary is bound or affected or (ii) any Parent Permitseach of the Company and its Subsidiaries is, except and since January 1, 2006 has been, in compliance in all material respects with the case terms of clauses its Permits and all applicable Laws and Judgments, (iiii) and (ii) for any such conflicts, defaults or violations that could not reasonably be expected to have, individually or in neither the aggregate, a Parent Material Adverse Effect. Neither Purchaser Company nor any Purchaser Subsidiary of its Subsidiaries 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 surveyswritten communication since January 1, and no such investigations or surveys are pending or, to the knowledge of Parent, threatened or imminent that could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Section 5.06(a) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, all actions ,proceedings, investigations or surveys pending or, to the knowledge of Parent, threatened against Parent or any Parent Subsidiary that could reasonably be expected to result in (i) the loss or revocation of a Parent Permit necessary to operate one or more facilities or for a facility to receive reimbursement under the Medicare or Medicaid program or (ii) the suspension or cancellation of any other Parent Permit, except any such Parent Permit where such suspension or cancellation could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as set forth in Section 5.06(a) of the Parent Disclosure Schedule, since December 31, 1995, neither Parent nor any Parent Subsidiary has received 2006 from any Governmental Entity or employee, licensee, licensor, vendor or supplier of the Company or any of its Subsidiaries that alleges that the Company or any of its Subsidiaries is not in compliance in all material respects with, or is subject to any liability under, any material Permit, Law or Judgment or relating to the revocation or modification of any material Permit and (iv) 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 4.01(j) does not relate to environmental matters, labor relations matters, employee benefits matters, tax matters or regulatory compliance 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 Sections 4.01(k), defaults 4.01(l), 4.01(m), 4.01(n) or violations that could not reasonably be expected to have4.01(r), individually or in the aggregate, a Parent Material Adverse Effectrespectively.