Common use of Permits; Compliance Clause in Contracts

Permits; Compliance. To the Knowledge of the Company, the Company and each Company Subsidiary is, and has been at all times, in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, and orders of any Governmental Authority necessary and required for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits would not be material to the Company and the Company Subsidiaries, taken as a whole. No suspension, revocation, cancellation or termination of any of the Company Permits is pending or, to the Knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default or violation of such Company Permit would not be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws 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, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any Company Material Contracts or Company Permits, except where the default, breach or violation of the Company Material Contracts or Company Permits would not have a Company Material Adverse Effect.

Permits; Compliance. To the Knowledge Except as set forth in Section 4.06 of the CompanyDisclosure Schedule, each of the Company and each Company Subsidiary is, and has been at all times, the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company "Permits”"), except where the failure to have such Company have, or the suspension or cancellation of, any of the Permits would not be material to prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, have a Material Adverse Effect. Except as set forth in Section 4.06 of the Company SubsidiariesDisclosure Schedule, taken as a whole. No suspensionof the date hereof, revocation, no suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To , except where the Knowledge failure to have, or the suspension or cancellation of, any of the CompanyPermits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. Except as set forth in Section 4.06 of the Disclosure Schedule, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default or violation of such Company Permit would not be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws 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, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company Material Contracts or any Subsidiary is a party or by which the Company Permits, except where the default, breach or violation any Subsidiary or any property or asset of the Company Material Contracts or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company Permits from performing its obligations under this Agreement and would not have a Company Material Adverse Effect.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each Company Subsidiary is, and has been at all times, the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), ) except where the failure to have obtain such Company Permits would not be material to not, individually or in the aggregate, prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company and from performing its obligations under this Agreement, or would not, individually or in the Company Subsidiariesaggregate, taken as have a wholeMaterial Adverse Effect. No suspensionAs of the date of this Agreement, revocation, no suspension or cancellation or termination of any of the Company material Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default or violation of such Company Permit would not be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws 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, except where the defaultsuch conflict, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any Company Material Contracts or Company Permits, except where the default, breach or violation of any Law would not, individually or in the aggregate, prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company Material Contracts from performing its obligations under this Agreement, or Company Permits would not not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary holds or is required to hold any security clearance issued by a Governmental Authority or is required to be a party to any special security arrangement with a Governmental Authority to conduct any portion of its business, except where such failure to hold any security clearance or be a party to any special security arrangement would not, individually or in the aggregate, prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement, or would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each the Company Subsidiary is, and has been at all times, Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvalscertifications, registrations, approvals and orders of any Governmental Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary and required for each of the Company or any the Company Subsidiary Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not reasonably be material expected to (x) prevent or delay beyond the Company and Outside Date the Company Subsidiaries, taken as consummation of the Offer or the Merger or (y) have a wholeMaterial Adverse Effect. No suspension, revocation, suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge , and there have occurred no defaults under, violations of, or events giving rise to a right of the Companytermination, neither the Company nor amendment or cancellation of any Company Subsidiary such Permits (i) is in default with or violation (and no event has occurred thatwithout notice, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit), except where the default failure to have, or violation the suspension or cancellation of such Company Permit any of the Permits, individually or in the aggregate, would not reasonably be material expected to (x) prevent or delay beyond the Company and Outside Date the Company Subsidiaries, taken as consummation of the Offer or the Merger or (y) have a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect. Neither the Company nor any Company Subsidiary is is, and neither the Company nor any Company Subsidiary since January 1, 2011 has been, in conflict with, or in default, breach or violation of, (ai) to the Knowledge of the Company, any Laws Law or Military Specification 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, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (bii) any Company Material Contracts Contract or material Permit to which the Company Permits, except where or any Company Subsidiary is a party or by which the default, breach Company or violation any Company Subsidiary or any property or asset of the Company Material Contracts or any Company Permits Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Offer or the Merger or (y) have a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Authority of competent jurisdiction alleging that it is not in compliance in all material respects with any Law or Military Specification.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each the Company Subsidiary is, and has been at all times, Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvalscertifications, registrations, approvals and orders of any Governmental Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary and required for each of the Company or any the Company Subsidiary Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not reasonably be material expected to (x) prevent or delay beyond the Company and Outside Date the Company Subsidiaries, taken as consummation of the Merger or (y) have a wholeMaterial Adverse Effect. No suspension, revocation, suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge , and there have occurred no defaults under, violations of, or events giving rise to a right of the Companytermination, neither the Company nor amendment or cancellation of any Company Subsidiary such Permits (i) is in default with or violation (and no event has occurred thatwithout notice, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit), except where the default failure to have, or violation the suspension or cancellation of such Company Permit any of the Permits, individually or in the aggregate, would not reasonably be material expected to (x) prevent or delay beyond the Company and Outside Date the Company Subsidiaries, taken as consummation of the Merger or (y) have a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect. Neither the Company nor any Company Subsidiary is is, and neither the Company nor any Company Subsidiary during the past three (3) years has been, in conflict with, or in default, breach or violation of, (ai) to the Knowledge of the Company, any Laws 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, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (bii) any Company Material Contracts Contract or material Permit to which the Company Permits, except where or any Company Subsidiary is a party or by which the default, breach Company or violation any Company Subsidiary or any property or asset of the Company Material Contracts or any Company Permits Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Merger or (y) have a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Authority of competent jurisdiction alleging that it is not in compliance in all material respects with any Law. Notwithstanding the foregoing, for all purposes of the Agreement, the Company does not make any representation or warranty (pursuant to this Section 4.6 or elsewhere in the Agreement) regarding the effect of the applicable antitrust, merger control, competition, or fair trade laws on its ability to execute, deliver, or perform its obligations under the Agreement or to consummate the transactions described in this Agreement as a result of the enactment, promulgation, application, or threatened or actual judicial or administrative investigation or litigation under, or enforcement of, any antitrust, merger control, competition, or fair trade law with respect to the consummation of the transactions described in the Agreement.

Permits; Compliance. To the Knowledge (a) Each of the Company, the Company and each the Company Subsidiary is, and has been at all times, Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easementscertificates, variances, exceptions, consents, certificatesexemptions, approvals, registrationsorders, registrations and orders clearances of any Governmental Authority necessary and required for each of the Company or any the Company Subsidiary Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits would not hold or to comply with, or the suspension or cancellation of, or failure to be material valid or to the Company be in full force and the Company Subsidiarieseffect of, taken as a whole. No suspension, revocation, cancellation or termination of any of the Company Permits is pending or, to the Knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or bothPermits, would constitute not reasonably be expected to have, individually or in the aggregate, a default or violation) of any term, condition or provision of any such Company Permit, except where the default or violation of such Company Permit would not be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect. Neither the Company nor any Company Subsidiary is or, since December 31, 2015 has been, in conflict with, or in default, breach default under or violation of, (a) to the Knowledge of the Company, any Laws 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, except where the defaultfor any conflicts, breach defaults or violation violations as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Since December 31, 2015, none of the Company, any of the Company Subsidiaries or any Representative of the Company or any of the Company Subsidiaries, or any other Person acting on behalf of the Company or any of the Company Subsidiaries (including consultants, distributors, resellers and any other business intermediaries) has, directly or indirectly, taken any action which would cause them to be in material violation of: (i) the principles set out in the Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; (ii) the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder; (iii) the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; (iv) Title 5 of the Israeli Penalty Law (Bribery Transactions) and the Israeli Prohibition on Money Laundering Law, 2000; and (v) any other applicable anticorruption and/or anti-bribery laws, statutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions, and writs of any Governmental Authority of any jurisdiction applicable to the Company or the Company Subsidiaries (whether by virtue of jurisdiction or organization or conduct of business) (collectively, the “Applicable Anticorruption Laws”). (c) Since December 31, 2015, none of the Company, any of the Company Subsidiaries or any Representatives of the Company or any of the Company Subsidiaries, or any other Person acting on behalf of the Company or any of the Company Subsidiaries (including consultants, distributors, resellers, and any other business intermediaries), has, directly or indirectly, offered, paid, promised to pay, or authorized a payment, of any money or other thing of value (including any fee, gift, sample, commission payment, discount, travel expense, or entertainment) to any of the following persons for the purpose of influencing any act or decision of such person in his official capacity, inducing such person to do or omit to do any act in violation of the lawful duty of such official, securing any improper advantage, or inducing such person to use his influence with a Governmental Authority or instrumentality thereof to affect or to influence any act or decision of such Governmental Authority or instrumentality, in order to assist the Company or a Company Subsidiary in obtaining or retaining business for or with, or directing the business to, any Person: (i) any person who is an agent, representative, official, officer, director, or employee of any Governmental Authority or any department, agency, or instrumentality thereof (including officers, directors, and employees of state-owned, operated or controlled entities) or of a public international organization; (ii) any person acting in an official capacity for or on behalf of any such Governmental Authority, department, agency, instrumentality, or public international organization; (iii) any political party or official thereof; (iv) any candidate for political or political party office (such recipients in paragraphs (i), (ii), (iii) and (iv) of this subsection (c) collectively, “Government Officials”); or (v) any other individual or entity while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to any Government Official. (d) There are no current, pending, or, to the knowledge of the Company, threatened charges, proceedings, investigations, audits, or complaints against the Company or any of the Company Subsidiaries or, to the knowledge of the Company, any Representative or affiliate of the Company or any of the Company Subsidiaries with respect to any Applicable Anticorruption Laws. (e) The Company and each of the Company Subsidiaries are, and have at all times since December 31, 2015, been in compliance in all material respects with applicable United States, Israeli and foreign export control Laws and regulations, including: (i) the United States Export Administration Act and implementing Export Administration Regulations; (ii) the Arms Export Control Act and implementing International Traffic in Arms Regulations; (iii) the various economic sanctions Laws administered by the Office of Foreign Assets Control of the U.S. Treasury Department; (iv) the Israel Defense Export Control Law – 2007 and regulations promulgated thereunder; and (v) the Israel Control of Products and Services Declaration (Engagement in Encryption), 1974, as amended. Without limiting the foregoing, to the knowledge of the Company, there are no pending or threatened claims or investigations by any Governmental Authority of potential violations against the Company or any of the Company Subsidiaries with respect to export activity or export licenses, that would reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. (f) Notwithstanding anything contained in this Section 3.6, no representation or (b) any Company Material Contracts warranty will be deemed to be made in this Section 3.6 in respect of environmental, Tax, employee benefits, intellectual property or Company Permits, except where the default, breach or violation of the Company Material Contracts or Company Permits would not have a Company Material Adverse Effectlabor matters.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each Company Subsidiary is, and has been at all times, its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any Company Subsidiary its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company "Permits”"), except where the failure to have such Company have, or the suspension or cancellation of, any of the Permits would not be material to prevent or materially delay consummation of the Merger and would not have a Company and Material Adverse Effect. As of the Company Subsidiariesdate hereof, taken as a whole. No suspension, revocation, no suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default failure to have, or violation the suspension or cancellation of, any of such Company Permit the Permits would not be material to prevent or materially delay consummation of the Company Merger and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the have a Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect. Neither the Company nor any Company Subsidiary of its Subsidiaries is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws Law applicable to the Company or any Company Subsidiary its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary its Subsidiaries is bound or affected, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company Material Contracts or any of its Subsidiaries is a party or by which the Company Permits, except where the default, breach or violation any of its Subsidiaries or any property or asset of the Company Material Contracts or Company Permits any of its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Merger and would not have a Company Material Adverse Effect.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each Company Subsidiary is, and has been at all times, the Subsidiaries is in possession of all registrations, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company "Permits”"), except where the failure to have such Company Permits have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not be material to prevent or materially delay consummation of the Company Offer or the Merger and would not have a Material Adverse Effect. As of the Company Subsidiariesdate hereof, taken as a whole. No suspension, revocation, no suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default failure to have, or violation the suspension or cancellation of, any of such Company Permit the Permits, individually or in the aggregate, would not be material to prevent or materially delay consummation of the Company Offer or the Merger and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as have a wholeMaterial Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws 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, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company Material Contracts or any Subsidiary is a party or by which the Company Permits, except where the default, breach or violation any Subsidiary or any property or asset of the Company Material Contracts or Company Permits any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations, individually or in the aggregate, that would not prevent or materially delay consummation of the Offer or the Merger and would not have a Company Material Adverse Effect.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each Company Subsidiary is, and has been at all times, its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any Company Subsidiary its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits” or, individually, “Permit”), except where the failure to have such Company have, or the suspension or cancellation of, any of the Permits would not be material to prevent or materially delay consummation of the Company Merger and would not have a Material Adverse Effect. As of the Company Subsidiariesdate hereof, taken as a whole. No suspension, revocation, no suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default failure to have, or violation the suspension or cancellation of, any of such Company Permit the Permits would not be material to prevent or materially delay consummation of the Company Merger and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as have a wholeMaterial Adverse Effect. Neither the Company nor any Company Subsidiary of its Subsidiaries is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws 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, except where the defaultor any note, breach bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or violation would not be material other instrument or obligation to which the Company and or any of its Subsidiaries is a party or by which the Company Subsidiaries, taken as a whole, or (b) any Company Material Contracts of its Subsidiaries or Company Permits, except where the default, breach any property or violation asset of the Company Material Contracts or Company Permits any of its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Merger and would not have a Company Material Adverse Effect.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each the Company Subsidiary is, and has been at all times, Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any the Company Subsidiary Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not be material to prevent or materially delay consummation of the Company Offer or the Merger and the Company Subsidiaries, taken as would not have a wholeMaterial Adverse Effect. No suspension, revocation, suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge , and there have occurred no defaults under, violations of, or events giving rise to a right of the Companytermination, neither the Company nor amendment or cancellation of any Company Subsidiary such Permits (i) is in default with or violation (and no event has occurred thatwithout notice, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit), except where the default failure to have, or violation the suspension or cancellation of, any of such Company Permit the Permits, individually or in the aggregate, would not be material to prevent or materially delay consummation of the Company Offer or the Merger and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as have a wholeMaterial Adverse Effect. Neither the Company nor any Company Subsidiary is is, and neither the Company nor any Company Subsidiary since February 1, 2007 has been, in conflict with, or in default, breach or violation of, (ai) to the Knowledge of the Company, any Laws 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, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (bii) any Company Material Contracts Contract or material Permit to which the Company Permits, except where or any Company Subsidiary is a party or by which the default, breach Company or violation any Company Subsidiary or any property or asset of the Company Material Contracts or any Company Permits Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, would not prevent or materially delay consummation of the Offer or the Merger and would not have a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has, since February 1, 2007, received any written notice from any Governmental Authority alleging that it is not in compliance in all material respects with any Law.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each the Company Subsidiary is, and has been at all times, Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvalscertifications, registrations, approvals and orders of any Governmental Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary and required for each of the Company or any the Company Subsidiary Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not reasonably be material expected to (x) prevent or delay beyond the Company and Outside Date the Company Subsidiaries, taken as consummation of the Offer or the Merger or (y) have a wholeMaterial Adverse Effect. No suspension, revocation, suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge , and there have occurred no defaults under, violations of, or events giving rise to a right of the Companytermination, neither the Company nor amendment or cancellation of any Company Subsidiary such Permits (i) is in default with or violation (and no event has occurred thatwithout notice, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit), except where the default failure to have, or violation the suspension or cancellation of such Company Permit any of the Permits, individually or in the aggregate, would not reasonably be material expected to (x) prevent or delay beyond the Company and Outside Date the Company Subsidiaries, taken as consummation of the Offer or the Merger or (y) have a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect. Neither the Company nor any Company Subsidiary is is, and neither the Company nor any Company Subsidiary since October 1, 2007 has been, in conflict with, or in default, breach or violation of, (ai) to the Knowledge of the Company, any Laws Law or Military Specification 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, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (bii) any Company Material Contracts Contract or material Permit to which the Company Permits, except where or any Company Subsidiary is a party or by which the default, breach Company or violation any Company Subsidiary or any property or asset of the Company Material Contracts or any Company Permits Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Offer or the Merger or (y) have a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has, since October 1, 2007, received any written notice from any Governmental Authority of competent jurisdiction alleging that it is not in compliance in all material respects with any Law or Military Specification.

Permits; Compliance. To the Knowledge Except as set forth in Section 4.06 of the CompanyCompany Disclosure Schedule, each of the Company and each Company the Subsidiary is, and has been at all times, is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any Company the Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have such have, or the suspension or cancellation of, any of the Company Permits would not be material to not, individually or in the aggregate, prevent or materially delay consummation of the Merger or any of the other transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Company Subsidiaries, taken as a wholeMaterial Adverse Effect. No suspension, revocation, The Company has not received notice that any suspension or cancellation or termination of any of the Company Permits is pending orand, to the Knowledge knowledge of the Company, no such suspension or cancellation is threatened. To , except for such suspension or cancellation of Company Permits that would not, individually or in the Knowledge aggregate, prevent or materially delay consummation of the CompanyMerger or any of the other transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth in Section 4.06 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default or violation of such Company Permit would not be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws Law applicable to the Company or any Company the Subsidiary or by which any property or asset of the Company or any Company the Subsidiary is bound or affected, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Material Contracts Permit, franchise or other instrument or obligation to which the Company Permits, except where or the default, breach Subsidiary is a party or violation by which the Company or the Subsidiary or any property or asset of the Company Material Contracts or the Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, prevent or materially delay consummation of the Merger or any of the other transactions contemplated by this Agreement or otherwise prevent or materially delay the Company Permits from performing its obligations under this Agreement and would not not, individually or in the aggregate, have a Company Material Adverse Effect. None of the Company, the Subsidiary or their respective directors, officers, employees, independent contractors or agents have engaged in any activities that would lead to any material penalties of any kind against Company or the Subsidiary under Sections 1128A, 1128B or 1877 of the Social Security Act (42 U.S.C. ss.ss. 1320a-7a, 1320a-7b and 1395nn), the False Claims Act (31 U.▇.▇. ss. 3729 et seq.), the False Statements Act (18 U.S.C. ss. 1001), the Program Fraud Civil Penalties Act (31 U.S.C. ss. 3801 et seq.), the Food, Drug and Cosmetic Act (21 U.S.C. ss. 301 et. seq.) (all as amended or superseded), or the anti-fraud and abuse provisions of the Health Insurance Portability and Accountability Act of 1996 (18 U.S.C. ss. 1347, 18 U.S.C. ss. 669, 18 U.S.C. ss. 1035, 18 U.S.C. ss. 1518) and the corresponding fraud and abuse, false claims and anti-self referral, manufacturing and marketing statutes and regulations in each state or other jurisdictions where the Company or the Subsidiary has engaged in business operations.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each Company Subsidiary is, and has been at all times, the Subsidiaries is in possession of all registrations, franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company "Permits”"), except where the failure to have such Company Permits have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not be material to prevent or materially delay consummation of the Transactions and would not have a Company and Material Adverse Effect. As of the Company Subsidiariesdate hereof, taken as a whole. No suspension, revocation, no suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default failure to have, or violation the suspension or cancellation of, any of such Company Permit the Permits, individually or in the aggregate, would not be material to prevent or materially delay consummation of the Company Transactions and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the have a Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws 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, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any note, bond, mortgage, indenture, Contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company Material Contracts or any Subsidiary is a party or by which the Company Permits, except where the default, breach or violation any Subsidiary or any property or asset of the Company Material Contracts or Company Permits any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations, individually or in the aggregate, that would not prevent or materially delay consummation of the Transactions and would not have a Company Material Adverse Effect.

Permits; Compliance. To the Knowledge of the Company, the Company and each Company Subsidiary is, and has been at all times, in possession of Disclosure Schedule lists all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvalscertifications, registrations, approvals and orders of any Governmental Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary and required for each of the Company or any the Company Subsidiary Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”). Each of the Company and the Company Subsidiaries is in possession of all such Permits. No suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company, threatened that would reasonably be expected to result in the suspension or cancellation of any such Permits, except where the failure to have such Company Permits as would not be material to the Company and the Company Subsidiaries, taken as a whole. No suspensionFrom January 1, revocation, cancellation or termination of any of the Company Permits is pending or2022, to the Knowledge date of the Company, threatened. To the Knowledge of the Companythis Agreement, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default or violation of such Company Permit would not be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor or any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws 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, except where the default, breach or violation would not be any material Permit to which the Company and or any Company Subsidiary is a party or by which the Company Subsidiaries, taken as a whole, or (b) any Company Material Contracts Subsidiary or Company Permits, except where the default, breach any property or violation asset of the Company Material Contracts or any Company Permits would Subsidiary is bound, except for any non-material conflicts, defaults, breaches or violations that have since been definitively cured or otherwise fully resolved. As of the date of this Agreement, neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Authority of competent jurisdiction alleging that it is not have a Company Material Adverse Effectin compliance in any material respect with any Law.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each the Company Subsidiary is, and has been at all times, Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any and the Company Subsidiary Subsidiaries to own, lease and operate its properties or in all material respects and to carry on its business in all material respects as it is now being conducted (the each, a “Company PermitsPermit”), except where the failure to have such . All Company Permits would not be material to the Company are valid and the Company Subsidiaries, taken as a whole. No suspension, revocation, in force and no suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is threatened in default or violation (writing and no event has occurred that, with notice which would result in the suspension or cancellation of the lapse of time or both, would constitute a default or violationCompany Permits. All Company Subsidiaries regularly pay all necessary municipality fees (işgaliye bedeli) and there have been no decisions of any termlocal municipalities (including, condition or provision without limitation, the confiscation of any such Company Permit, except where Subsidiary’s e-scooters or any monetary or non-monetary fines) against any of the default or violation of such Company Permit would not be material to the Company and the Company Company’s Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice except as would not reasonably be material expected to the result in a Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws 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, except where (b) any Company Permit or (c) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the defaultCompany or any Company Subsidiary is a party or by which Company or any Company Subsidiary or any of their property or assets is bound or affected, breach except, in each case, for any such conflicts, defaults, breaches or violation violations that, individually or in the aggregate, (x) in the case of clause (a) and (c), have not had, and would not reasonably be expected to have a Company Material Adverse Effect and (y) in the case of clause (b), have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole, or (b) any Company Material Contracts or Company Permits, except where the default, breach or violation of the Company Material Contracts or Company Permits would not have a Company Material Adverse Effect.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each Company Subsidiary is, and has been at all times, the ------------------- Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company "Permits”"), except where the ------- failure to have such Company have, or the suspension or cancellation of, any of the Permits would not be material to prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. As of the Company Subsidiariesdate hereof, taken as a whole. No suspension, revocation, no suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default failure to have, or violation the suspension or cancellation of, any of such Company Permit the Permits would not be material to prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as have a wholeMaterial Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws 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, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company Material Contracts or any Subsidiary is a party or by which the Company Permits, except where the default, breach or violation any Subsidiary or any property or asset of the Company Material Contracts or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company Permits from performing its obligations under this Agreement and would not have a Company Material Adverse Effect.a

Permits; Compliance. To the Knowledge Each of the Company, the Company and each the Company Subsidiary is, and has been at all times, Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvalscertifications, registrations, approvals and orders of any Governmental Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary and required for each of the Company or any the Company Subsidiary Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not reasonably be material expected to (x) prevent or delay beyond the Company and Outside Date the Company Subsidiaries, taken as consummation of the Offer or the Merger or (y) have a wholeMaterial Adverse Effect. No suspension, revocation, suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge , and there have occurred no defaults under, violations of, or events giving rise to a right of the Companytermination, neither the Company nor amendment or cancellation of any Company Subsidiary such Permits (i) is in default with or violation (and no event has occurred thatwithout notice, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit), except where the default failure to have, or violation the suspension or cancellation of such Company Permit any of the Permits, individually or in the aggregate, would not reasonably be material expected to (x) prevent or delay beyond the Company and Outside Date the Company Subsidiaries, taken as consummation of the Offer or the Merger or (y) have a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect. Neither the Company nor any Company Subsidiary is is, and neither the Company nor any Company Subsidiary since October 1, 2008 has been, in conflict with, or in default, breach or violation of, (ai) to the Knowledge of the Company, any Laws Law or Military Specification 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, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (bii) any Company Material Contracts Contract or material Permit to which the Company Permits, except where or any Company Subsidiary is a party or by which the default, breach Company or violation any Company Subsidiary or any property or asset of the Company Material Contracts or any Company Permits Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Offer or the Merger or (y) have a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Authority of competent jurisdiction alleging that it is not in compliance in all material respects with any Law or Military Specification.

Permits; Compliance. To the Knowledge Each of the Company, the Company Parent and each Company Subsidiary is, and has been at all times, its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for the Company each of Parent or any Company Subsidiary its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company "Parent Permits”"), except where the failure to have such Company have, or the suspension or cancellation of, any of the Parent Permits would not be prevent or materially delay consummation of the Merger and would not have a material to adverse effect on the Company and Company. As of the Company Subsidiariesdate hereof, taken as a whole. No suspension, revocation, no suspension or cancellation or termination of any of the Company Parent Permits is pending or, to the Knowledge knowledge of the CompanyParent, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default failure to have, or violation the suspension or cancellation of, any of such Company Permit the Parent Permits would not be material to prevent or materially delay consummation of the Company Merger and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be have a material to the Company and the Company Subsidiaries, taken as a wholeadverse effect on Parent. Neither the Company Parent nor any Company Subsidiary of its Subsidiaries is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws Law applicable to the Company Parent or any Company Subsidiary its Subsidiaries or by which any property or asset of the Company Parent or any Company Subsidiary its Subsidiaries is bound or affected, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any Company Material Contracts note, bond, mortgage, indenture, contract, agreement, lease, license, Parent Permit, franchise or Company Permitsother instrument or obligation to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any property or asset of Parent or any of its Subsidiaries is bound, except where the defaultfor any such conflicts, breach defaults, breaches or violation violations that would not prevent or materially delay consummation of the Company Material Contracts or Company Permits Merger and would not have a Company Material Adverse Effectmaterial adverse effect on Parent.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each the Company Subsidiary is, and has been at all times, Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvalscertifications, registrations, approvals and orders Orders of any Governmental Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary and required for each of the Company or any the Company Subsidiary Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not (x) reasonably be expected to prevent or delay beyond the Outside Date the consummation of the Merger or (y) be material to the Company and the Company Subsidiaries, taken as a whole. No suspension, revocation, suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge , and there have occurred no defaults under, violations of, or events giving rise to a right of the Companytermination, neither the Company nor amendment or cancellation of any Company Subsidiary such Permits (i) is in default with or violation (and no event has occurred thatwithout notice, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit), except where the default failure to have, or violation the suspension or cancellation of such Company Permit any of the Permits, individually or in the aggregate, would not (x) reasonably be expected to prevent or delay beyond the Outside Date the consummation of the Merger or (y) be material to the Company and the Company Subsidiaries, taken as a whole. Except as, individually or in the aggregate, would not (x) reasonably be expected to prevent or delay beyond the Outside Date the consummation of the Merger or (y) be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a whole. Neither neither the Company nor any Company Subsidiary is is, and neither the Company nor any Company Subsidiary during the past three years has been, in conflict with, or in default, breach or violation of, (ai) to the Knowledge of the Company, any Laws 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, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (bii) any Company Lease, Company Material Contracts Contract or material Permit to which the Company Permits, except where or any Company Subsidiary is a party or by which the default, breach Company or violation any Company Subsidiary or any property or asset of the Company Material Contracts or any Company Permits would Subsidiary is bound. Neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Authority of competent jurisdiction alleging that it is not have a Company Material Adverse Effectin compliance in all material respects with any Law.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each Company Subsidiary is, and has been at all times, the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company "Permits”"), except where the failure to have such Company have, or the suspension or cancellation of, any of the Permits would not be material to prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. As of the Company Subsidiariesdate hereof, taken as a whole. No suspension, revocation, no suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default failure to have, or violation the suspension or cancellation of, any of such Company Permit the Permits would not be material to prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as have a wholeMaterial Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws 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, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company Material Contracts or any Subsidiary is a party or by which the Company Permits, except where the default, breach or violation any Subsidiary or any property or asset of the Company Material Contracts or any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company Permits from performing its obligations under this Agreement and would not have a Company Material Adverse Effect.a

Permits; Compliance. To the Knowledge (a) Each of the Company, the Company and each Company Subsidiary is, and has been at all times, the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, certifications, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have such have, or the suspension or cancellation of, any of the Company Permits would not be material to prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Company Material Adverse Effect. As of the Company Subsidiariesdate of this Agreement, taken as a whole. No suspension, revocation, no suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default or violation of such Company Permit would not be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (ai) to the Knowledge of the Company, any Laws 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, except where the defaultor (ii) any note, breach bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or violation would not be material other instrument or obligation to which the Company and or any Subsidiary is a party or by which the Company Subsidiaries, taken as a whole, or (b) any Company Material Contracts Subsidiary or Company Permits, except where the default, breach any property or violation asset of the Company Material Contracts or Company Permits any Subsidiary is bound, except in either case for any such conflicts, defaults, breaches or violations that would not prevent or materially delay the consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Company Material Adverse Effect. (b) None of the Company or any Subsidiary or any individual who is currently an executive officer, director or, to the knowledge of the Company, employee of the Company or any Subsidiary (i) has been convicted of, charged with or, to the knowledge of the Company, investigated for a Medicare, Medicaid or state health program-related offense, (ii) since January 1, 1999, has been convicted of, charged with or, to the knowledge of the Company, investigated for a violation of Law related to fraud, theft, embezzlement, financial misconduct or obstruction of an investigation, (iii) has been excluded or suspended from participation in Medicare, Medicaid or any federal or state health program, or (iv) since January 1, 1999, has been subject to any Order or any criminal or civil fine or penalty imposed by, any Governmental Authority with respect to any such Medicare, Medicaid or any other federal or state health care program. (c) Except as disclosed in Section 5.06(c) of the Company Disclosure Schedule, since January 1, 1999, there have been no written notices, citations or decisions by any Governmental Authority that the Company or any Subsidiary fails to meet any applicable standards promulgated by such Governmental Authority for which a plan of correction has not been accepted, and the Company does not know of any such failure or facts upon which such a failure could be alleged except, in either case, as would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 5.06(c) of the Company Disclosure Schedule, none of the Company or any Subsidiary has received any notice of any potential deficiency in or violation of any applicable Law or Order relating to the Company or any Subsidiary for which a plan of correction has not been accepted except as would not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section 5.06(c) of the Company Disclosure Schedule, and except as would not reasonably be expected to have a Company Material Adverse Effect, since January 1, 1996, the Company and the Subsidiaries have complied in all material respects with all applicable Laws with respect to the services provided and business operated by the Company and the Subsidiaries. (d) The Company has made available to Parent prior to the date of this Agreement true and complete copies of (i) all material surveys, reports, notices, inquiries, subpoenas and other correspondence related to any certification, licensure or other inspections, and summaries of all proficiency test results relating to the business of the Company and the Subsidiaries for the period from January 1, 1999 (or, in the case of a Subsidiary, from the date such entity became a Subsidiary) through the date hereof; (ii) all material written inquiries, notices, requests for records, subpoenas and correspondence received by the Company or any Subsidiary related to utilization, reimbursement or other audits or investigations relating to the business of the Company and the Subsidiaries for the period from January 1, 1999 (or, in the case of a Subsidiary, from the date such entity became a Subsidiary) through the date hereof; and (iii) all current licenses or certifications of the Company or any Subsidiary under the Clinical Laboratory Improvement Act of 1988 and the regulations promulgated thereunder ("CLIA"). (e) Except as disclosed in Section 5.06(e) of the Company Disclosure Schedule, and except as would not reasonably be expected to have a Company Material Adverse Effect, (i) none of the Company nor any Subsidiary has engaged in any activities that are prohibited under or would violate Medicare and Medicaid statutes, 42 U.S.C. Sections 1320a-7a and 7b, or the regulations promulgated pursuant to such statutes, or comparable state or local Law or rules of professional conduct; (ii) the Company and the Subsidiaries have timely and accurately filed in all material respects all requisite claims and other reports required to be filed in connection with all applicable state and federal Medicare and Medicaid programs due on or before the date of this Agreement; (iii) there is no arrangement providing for any rebates, kickbacks or other forms of compensation that is unlawful to be paid to any person or entity in return for the referral of business or for the arrangement for recommendation of such referrals; and (iv) none of the Company nor any Subsidiary has any financial arrangement which render any of its billings unlawful pursuant to the Stark Law or comparable ▇▇▇▇▇ ▇aw. (f) ▇▇ ▇he knowledge of the Company, all agreements of the Company and the Subsidiaries with third-party payors were entered into by the Company or a Subsidiary, as the case may be, in the ordinary course of business. The Company and the Subsidiaries are in compliance with each of their respective third-party payor agreements, and the Company and the Subsidiaries have properly charged and billed in accordance with the terms of their respective third-party payor agreements, including, where applicable, billing and collection of all deductibles and co-payments, except for any such violations that would not reasonably be expected to have a Company Material Adverse Effect. (g) Except as disclosed in Section 5.06(g) of the Company Disclosure Schedule, (i) no right of the Company or any Subsidiary to receive reimbursements pursuant to any government program or private program has ever been terminated or suspended as a result of any investigation or action whether by any Governmental Authority or other third party, (ii) none of the Company nor any Subsidiary has since January 1, 1999 received notice from any Governmental Authority that it has been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any Governmental Authority, professional review organization, accrediting organization or certifying agency for the purpose of any alleged improper activity on the part of such entity, other than routine audits or inquiries and other than those which would not reasonably be expected to have a Company Material Adverse Effect, (iii) none of the Company nor any Subsidiary has received any written notice of deficiency from a Governmental Authority in connection with its operations for which a plan of correction has not been accepted, and (iv) none of the Company nor any Subsidiary has received any written notice of any claim, requirement or demand of any licensing, accrediting or certifying agency to rework or redesign their operations or any part thereof.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each Company Subsidiary is, and has been at all times, the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”"PERMITS"), except where the failure to have such Company have, or the suspension or cancellation of, any of the Permits would not be material to prevent or materially delay consummation of the Company Offer or the Merger and would not have a Material Adverse Effect. As of the Company Subsidiariesdate hereof, taken as a whole. No suspension, revocation, no suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default failure to have, or violation the suspension or cancellation of, any of such Company Permit the Permits would not be material to prevent or materially delay consummation of the Company Offer or the Merger and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as have a wholeMaterial Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws 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, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company Material Contracts or any Subsidiary is a party or by which the Company Permits, except where the default, breach or violation any Subsidiary or any property or asset of the Company Material Contracts or Company Permits any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Offer or the Merger and would not have a Company Material Adverse Effect.

Permits; Compliance. To the Knowledge (a) Each of the Company, the Company and each Company Subsidiary is, and has been at all times, the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, certifications, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have such have, or the suspension or cancellation of, any of the Company Permits would not be material to prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Company Material Adverse Effect. As of the Company Subsidiariesdate of this Agreement, taken as a whole. No suspension, revocation, no suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default or violation of such Company Permit would not be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (ai) to the Knowledge of the Company, any Laws 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, except where the defaultor (ii) any note, breach bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or violation would not be material other instrument or obligation to which the Company and or any Subsidiary is a party or by which the Company Subsidiaries, taken as a whole, or (b) any Company Material Contracts Subsidiary or Company Permits, except where the default, breach any property or violation asset of the Company Material Contracts or Company Permits any Subsidiary is bound, except in either case for any such conflicts, defaults, breaches or violations that would not prevent or materially delay the consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Company Material Adverse Effect. (b) None of the Company or any Subsidiary or any individual who is currently an executive officer, director or, to the knowledge of the Company, employee of the Company or any Subsidiary (i) has been convicted of, charged with or, to the knowledge of the Company, investigated for a Medicare, Medicaid or state health program-related offense, (ii) since January 1, 1999, has been convicted of, charged with or, to the knowledge of the Company, investigated for a violation of Law related to fraud, theft, embezzlement, financial misconduct or obstruction of an investigation, (iii) has been excluded or suspended from participation in Medicare, Medicaid or any federal or state health program, or (iv) since January 1, 1999, has been subject to any Order or any criminal or civil fine or penalty imposed by, any Governmental Authority with respect to any such Medicare, Medicaid or any other federal or state health care program. (c) Except as disclosed in Section 5.06(c) of the Company Disclosure Schedule, since January 1, 1999, there have been no written notices, citations or decisions by any Governmental Authority that the Company or any Subsidiary fails to meet any applicable standards promulgated by such Governmental Authority for which a plan of correction has not been accepted, and the Company does not know of any such failure or facts upon which such a failure could be alleged except, in either case, as would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 5.06(c) of the Company Disclosure Schedule, none of the Company or any Subsidiary has received any notice of any potential deficiency in or violation of any applicable Law or Order relating to the Company or any Subsidiary for which a plan of correction has not been accepted except as would not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section 5.06(c) of the Company Disclosure Schedule, and except as would not reasonably be expected to have a Company Material Adverse Effect, since January 1, 1996, the Company and the Subsidiaries have complied in all material respects with all applicable Laws with respect to the services provided and business operated by the Company and the Subsidiaries. (d) The Company has made available to Parent prior to the date of this Agreement true and complete copies of (i) all material surveys, reports, notices, inquiries, subpoenas and other correspondence related to any certification, licensure or other inspections, and summaries of all proficiency test results relating to the business of the Company and the Subsidiaries for the period from January 1, 1999 (or, in the case of a Subsidiary, from the date such entity became a Subsidiary) through the date hereof; (ii) all material written inquiries, notices, requests for records, subpoenas and correspondence received by the Company or any Subsidiary related to utilization, reimbursement or other audits or investigations relating to the business of the Company and the Subsidiaries for the period from January 1, 1999 (or, in the case of a Subsidiary, from the date such entity became a Subsidiary) through the date hereof; and (iii) all current licenses or certifications of the Company or any Subsidiary under the Clinical Laboratory Improvement Act of 1988 and the regulations promulgated thereunder ("CLIA"). (e) Except as disclosed in Section 5.06(e) of the Company Disclosure Schedule, and except as would not reasonably be expected to have a Company Material Adverse Effect, (i) none of the Company nor any Subsidiary has engaged in any activities that are prohibited under or would violate Medicare and Medicaid statutes, 42 U.S.C. Sections 1320a-7a and 7b, or the regulations promulgated pursuant to such statutes, or comparable state or local Law or rules of professional conduct; (ii) the Company and the Subsidiaries have timely and accurately filed in all material respects all requisite claims and other reports required to be filed in connection with all applicable state and federal Medicare and Medicaid programs due on or before the date of this Agreement; (iii) there is no arrangement providing for any rebates, kickbacks or other forms of compensation that is unlawful to be paid to any person or entity in return for the referral of business or for the arrangement for recommendation of such referrals; and (iv) none of the Company nor any Subsidiary has any financial arrangement which render any of its billings unlawful pursuant to the Stark Law or comparable state ▇▇▇. (f) To the knowle▇▇▇ ▇f the Company, all agreements of the Company and the Subsidiaries with third-party payors were entered into by the Company or a Subsidiary, as the case may be, in the ordinary course of business. The Company and the Subsidiaries are in compliance with each of their respective third-party payor agreements, and the Company and the Subsidiaries have properly charged and billed in accordance with the terms of their respective third-party payor agreements, including, where applicable, billing and collection of all deductibles and co-payments, except for any such violations that would not reasonably be expected to have a Company Material Adverse Effect. (g) Except as disclosed in Section 5.06(g) of the Company Disclosure Schedule, (i) no right of the Company or any Subsidiary to receive reimbursements pursuant to any government program or private program has ever been terminated or suspended as a result of any investigation or action whether by any Governmental Authority or other third party, (ii) none of the Company nor any Subsidiary has since January 1, 1999 received notice from any Governmental Authority that it has been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any Governmental Authority, professional review organization, accrediting organization or certifying agency for the purpose of any alleged improper activity on the part of such entity, other than routine audits or inquiries and other than those which would not reasonably be expected to have a Company Material Adverse Effect, (iii) none of the Company nor any Subsidiary has received any written notice of deficiency from a Governmental Authority in connection with its operations for which a plan of correction has not been accepted, and (iv) none of the Company nor any Subsidiary has received any written notice of any claim, requirement or demand of any licensing, accrediting or certifying agency to rework or redesign their operations or any part thereof.

Permits; Compliance. To the Knowledge Except as set forth in Section 4.06 of the CompanyDisclosure Schedule, each of the Company and each Company Subsidiary is, and has been at all times, the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company "Permits”"), except where the failure to have such Company have, or the suspension or cancellation of, any of the Permits would not be material to prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the Company Subsidiariesaggregate, taken have a Material Adverse Effect. Except as a whole. No suspensionset forth in Section 4.06 of the Disclosure Schedule, revocationas of the date hereof, no suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To , except where the Knowledge failure to have, or the suspension or cancellation of, any of the CompanyPermits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Section 4.06 of the Disclosure Schedule, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default or violation of such Company Permit would not be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws 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, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company Material Contracts or any Subsidiary is a party or by which the Company Permits, except where the default, breach or violation any Subsidiary or any property or asset of the Company Material Contracts or Company Permits any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Company Material Adverse Effect.

Permits; Compliance. To the Knowledge (a) Except as set forth in Section 4.06(a) of the CompanyCompany Disclosure Schedule, the Company and each Company Subsidiary is, and has been at all times, of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, and orders of any Governmental Authority necessary and required for the Company or any Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such possess, or the suspension or cancellation of, any of the Company Permits would not have a Company Material Adverse Effect. Each Company Permit is valid and in full force and effect, except where the failure to be material to the valid or in full force or effect would not have a Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect. No suspension, revocation, suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge of the Company, threatened. To the Knowledge , and no Company Permit shall be terminated or materially impaired or become terminable, in whole or in part, as a result of the Company, neither consummation of the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company PermitMerger, except where the default or violation of such Company Permit would not be material failure to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary is in conflict withpossess, or in defaultthe suspension, breach cancellation, termination or violation impairment of, (a) to the Knowledge any of the Company, any Laws 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, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any Company Material Contracts or Company Permits, except where the default, breach or violation of the Company Material Contracts or Company Permits would not have a Company Material Adverse Effect. Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is in conflict with, has infringed or is in default, breach or violation of, any Law or Company Permit applicable to the Company or any of its Subsidiaries or by which any product, service, property or asset of the Company or any of its Subsidiaries is bound or affected, except for any such conflicts, defaults, infringements, breaches or violations that would not have a Company Material Adverse Effect. To the Company’s Knowledge, except as set forth in Section 4.06(a) of the Company Disclosure Schedule, no event has occurred, or condition or state of facts exists, which constitutes, or after notice or lapse of time or both, would constitute, a breach or default in any material respect under any such Company Permit, or which permits, or after notice or lapse of time or both, would permit revocation or termination of any such Company Permit, or which would materially and adversely affect the rights of the Company or any of its Subsidiaries under any such Company Permit. (b) None of the Company, its Subsidiaries or, to the Company’s Knowledge, their respective employees and Representatives has given, loaned, paid, promised, offered or authorized the payments, directly or indirectly through a third party, of anything of value to any “foreign official,” as defined in the FCPA, to persuade that official to help the Company, or any other Person, obtain or keep business or to secure some other improper advantage. (c) To the extent applicable, the Company and each of its Subsidiaries is in compliance, in all material respects, with (i) the USA PATRIOT Act and (ii) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto. None of the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer or employee of the Company or any of its Subsidiaries, is subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department or a person on the list of “Specially Designated Nationals and Blocked Persons.” Neither the Company nor any of its Subsidiaries and, to the Knowledge of the Company, none of the officers, directors, agents, or employees of the Company or any of its Subsidiaries, has violated or is in violation of any other laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes, case law or treaties applicable to the Company, its Subsidiaries or Affiliates related to terrorism financing or money laundering, including The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), in each case, other than any immaterial violations.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each the Company Subsidiary is, and has been at all times, Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvalscertifications, registrations, approvals and orders of any Governmental Authority of competent jurisdiction, including with respect to any Environmental Laws, necessary and required for each of the Company or any the Company Subsidiary Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits have, or the suspension or cancellation of, any of the Permits, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Share Purchase or any other Transactions or (y) be material to the Company and the Company Subsidiaries, Subsidiaries taken as a whole. No suspension, revocation, suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge , and there have occurred no defaults under, or events giving rise to a right of the Companytermination, neither the Company nor amendment or cancellation of any Company Subsidiary such Permits (i) is in default with or violation (and no event has occurred thatwithout notice, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit), except where the default failure to have, or violation the suspension or cancellation of such Company Permit any of the Permits, individually or in the aggregate, would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Share Purchase or any other Transactions or (y) be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, Subsidiaries taken as a whole. Neither the The Company nor any and all Company Subsidiary is Subsidiaries are, and have been since January 1, 2015, in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws material compliance with all 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 any Permit to which the Company or 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 where for any such conflicts, defaults, breaches or violations that, individually or in the defaultaggregate, breach or violation would not reasonably be expected to (x) prevent or delay beyond the Outside Date the consummation of the Share Purchase or any other Transactions or (y) be material to the Company and the Company Subsidiaries, Subsidiaries taken as a whole. As of the date of this Agreement, or (b) neither the Company nor any of the Company Material Contracts or Company PermitsSubsidiaries has received any written notice from any Governmental Authority of competent jurisdiction alleging that it is not in compliance in all material respects with any Law, except where such non-compliance, individually or in the defaultaggregate, breach would not reasonably be expected to (x) prevent or violation delay beyond the Outside Date the consummation of the Share Purchase or any other Transactions or (y) be material to the Company Material Contracts or and the Company Permits would not have Subsidiaries taken as a Company Material Adverse Effectwhole.

Permits; Compliance. To the Knowledge (a) Each of the Company, the Company and each Company Subsidiary is, and has been at all times, is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority Entity necessary and required for the Company or any and each Company Subsidiary to own, lease and otherwise hold and operate its properties or and other assets and to carry on its business as it is now being conducted and as currently proposed to be conducted (the “Company Permits”"COMPANY PERMITS"), except where the failure of the Company and each Company Subsidiary to have possess such Company Permits would could not reasonably be material expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are in full force and effect and will remain so after the Company Subsidiaries, taken as a whole. No suspension, revocation, Closing and no suspension or cancellation or termination of any of the Company Permits Permit is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge of the Company, neither Neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default or violation of such Company Permit would not be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a any Governmental Authority Entity regarding (i) any actual or possible violation of or failure to comply with any such Company Permits, that it intends to cancel, terminate, modify term or not renew requirement of any such Company Permit, exceptor (ii) any actual or possible revocation, in each casewithdrawal, where such defaultsuspension, violation cancellation, termination or notice would not be material to the modification of any Company and the Company Subsidiaries, taken as a whole. Permit. (b) Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach default or violation of, (ai) to the Knowledge of the Company, any Laws 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, except where the default(ii) any note, breach bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or violation would not be material other instrument or obligation to which the Company and or any Company Subsidiary is a party or by which the Company Subsidiaries, taken as a wholeor any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound or affected, or (biii) any Company Material Contracts or Company PermitsPermit, except where the default, breach or violation failure of the Company Material Contracts or and each Company Subsidiary to possess such Company Permits would could not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Permits; Compliance. To the Knowledge (a) Except with respect to Environmental Permits (as defined and addressed in Section 3.18) , each of the Company, the Company and each Company Subsidiary is, and has been at all times, the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), ) except where the failure to have such Company have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Merger and would not reasonably be material expected to have a Material Adverse Effect. As of the Company and the Company Subsidiariesdate hereof, taken as a whole. No suspension, revocation, no suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To , except where the Knowledge failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Merger and would not reasonably be expected to have a Material Adverse Effect. (b) After giving effect to the Transactions, to the knowledge of the Company, neither the Company nor any Company Subsidiary (i) is all such licenses, permits, franchises and other governmental authorizations will continue to be valid and in default or violation (full force and no event has occurred thateffect, with notice or the lapse of time or both, would constitute a default or violationexcept as set forth in Section 3.8(b) of any term, condition the Disclosure Schedule or provision of any such Company Permit, except where the default or violation of such Company Permit as would not reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance in all material to respects with Applicable Laws by which the property and assets of the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice its Subsidiaries are bound or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a wholeaffected. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws applicable to the Company or any Company Subsidiary or by which nor any property or asset of the Company or any Company Subsidiary is bound subject to any continuing order of, consent decree, settlement agreement or affectedsimilar written agreement with or, except where the default, breach or violation would not be material to the Company and knowledge of the Company SubsidiariesCompany, taken as a wholecontinuing investigation by, any Governmental Authority, or (b) any Company Material Contracts order, writ, judgment, injunction, decree, determination or Company Permitsaward of any Governmental Authority that would, except where the default, breach or violation as of the Company Material Contracts date hereof, prevent or Company Permits materially delay consummation of the Merger or would not reasonably be expected to have a Company Material Adverse Effect.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each Company Subsidiary is, and has been at all times, its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any Company Subsidiary and its subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have such have, or the suspension or cancellation of, any of the Company Permits would not be material to prevent or materially delay consummation of the Merger and would not have a Company and Material Adverse Effect. As of the Company Subsidiariesdate of this Agreement, taken as a whole. No suspension, revocation, no suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default failure to have, or violation the suspension or cancellation of, any of such the Company Permit Permits would not be material to prevent or materially delay consummation of the Merger and would not have a Company Material Adverse Effect. None of the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary its subsidiaries is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws Law applicable to the Company or any Company Subsidiary it or by which any property or asset of any of the Company or any Company Subsidiary its subsidiaries is bound or affected, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Material Contracts Permit, franchise or Company Permits, except where the default, breach other instrument or violation obligation to which any of the Company Material Contracts or its subsidiaries is a party or by which any of the Company Permits or its subsidiaries or any property or asset of any of the Company or its subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Merger and would not have a Company Material Adverse Effect.

Permits; Compliance. To the Knowledge (a) Each of the Company, the Company and each Company Subsidiary is, and has been at all times, its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, and orders of any Governmental Authority Permits necessary and required for the Company or any Company Subsidiary to own, lease and operate its properties or and to carry on its business as it is now being conducted conducted, including Permits required under Environmental Laws (the “Company Environmental Permits”), except where the failure to have such Company Permits would not be material to the . The Company and each of its Subsidiaries are, and have been, in compliance with the Company Subsidiariesterms and conditions of such Permits, taken as a whole. No suspension, revocation, and no suspension or cancellation or termination of any of the Company Permits such Permit is pending or, to the Knowledge of the Company’s knowledge, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary . (ib) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default or violation of such Company Permit would not be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary of its Subsidiaries is in conflict with, or in default, breach or violation of, (ai) its certificate of incorporation or bylaws or equivalent organizational documents, (ii) to the Knowledge knowledge of the Company, any Laws applicable Law, or (iii) any contract to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property or asset of the Company or any Company Subsidiary of its Subsidiaries is bound or affected, except where the default, breach or violation would not be material to bound. (c) The execution and delivery of this Agreement by the Company do not, and the Company Subsidiariesconsummation of the Transactions will not, taken as a whole, or (b) result in any Company Material Contracts or Company Permits, except where the default, breach or violation of or result in the termination or cancellation of any Environmental Permit or other Permit. (d) Neither the Company Material Contracts nor any of its Subsidiaries nor, to the knowledge of the Company, any of their respective officers, directors, agents, Company Employees or other person acting on behalf of the Company Permits or any of its Subsidiaries have, directly or indirectly, taken any action which would not have a cause them to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery laws applicable to the Company Material Adverse Effector any of its Subsidiaries in any jurisdiction other than the United States (collectively, the “Company FCPA”), or, to the knowledge of the Company, used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, made, offered or authorized any unlawful payment to non-United States or United States government officials or employees, whether directly or indirectly, or made, offered or authorized any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, whether directly or indirectly. The Company has established reasonable internal controls and procedures intended to ensure compliance with the Company FCPA.

Permits; Compliance. To Except as set forth in Section 4.05 of the Knowledge Disclosure Schedule, each of the Company, the Company Partnership and each Company Subsidiary is, and has been at all times, the other Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company Company, the Partnership or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company have, or the suspension or cancellation of, any of the Permits would not have or would not reasonably be material expected to the Company and the Company Subsidiaries, taken as have a wholeMaterial Adverse Effect. No suspension, revocation, cancellation or termination modification of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatenedthreatened except where the failure to have or the suspension, cancellation or modification would not have a Material Adverse Effect. To the Knowledge of Neither the Company, neither the Company Partnership nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default or violation of such Company Permit would not be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (ai) any Law applicable to the Knowledge Company, the Partnership or any other Subsidiary or by which any of their properties or assets is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company, the Partnership or any other Subsidiary is a party or by which the Company, the Partnership or any other Subsidiary or any of their properties or assets is bound, except for any such conflicts, defaults, breaches or violations that would not have or would not reasonably be expected to have a Material Adverse Effect. None of the Company or any Subsidiary nor, to the knowledge of the Company, any Laws applicable to of their respective directors, managers, members, partners or officers, has (i) used any of the Company Company’s, the Partnership’s or any Company Subsidiary Subsidiary’s funds for any unlawful contribution, endorsement, gift, entertainment or by which other unlawful expense relating to political activity; (ii) made any property direct or asset indirect unlawful payment to any domestic government official or employee from any of the Company Company’s, Partnership’s or any Company Subsidiary is bound or affected, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, Subsidiary’s funds; or (biii) made any Company Material Contracts bribe, rebate, payoff, influence payment, “kickback” or Company Permits, except where the default, breach other unlawful payment to any person or violation entity with respect to any of the Company Material Contracts Company’s, Partnership’s or Company Permits would not have a Company Material Adverse Effectany Subsidiary’s matters.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each the Company Subsidiary is, and has been at all times, Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any the Company Subsidiary Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits would not not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. No The Company Permits held by the Company and the Company Subsidiaries are valid and in full force and effect in all material respects, and no suspension, revocation, involuntary termination or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is threatened in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default or violation of such Company Permit would not be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a wholewriting. Neither the Company nor any Company Subsidiary is or during the past three (3) years has been, in material conflict with, or in material default, breach or violation of, (a) to the Knowledge of the Company, any Laws 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, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Material Contracts Permit, franchise or other instrument or obligation to which the Company Permits, except where or any Company Subsidiary is a party or by which the default, breach Company or violation any Company Subsidiary or any property or asset of the Company Material Contracts or any Company Permits Subsidiary is bound, in each case, except for any such conflicts, defaults, breaches or violations that would not reasonably be expected to have a Company Material Adverse Effect. None of the Company or the Company Subsidiaries have been charged with or received notice that it is under investigation with respect to a material violation of any applicable Law that remains unresolved as of the date hereof. The Company and the Company Subsidiaries have filed all material reports required to be filed with any Governmental Authority on or prior to the date hereof.

Permits; Compliance. To the Knowledge Each of the Company, the Company and each Company Subsidiary is, and has been at all times, its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any Company Subsidiary its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have such have, or the suspension or cancellation of, any of the Company Permits would not be prevent or materially delay consummation of the Merger and would not have a material to adverse effect on the Company and Company. As of the Company Subsidiariesdate hereof, taken as a whole. No suspension, revocation, no suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To the Knowledge of the Company, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default failure to have, or violation the suspension or cancellation of, any of such the Company Permit Permits would not be material to prevent or materially delay consummation of the Company Merger and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be have a material to adverse effect on the Company and the Company Subsidiaries, taken as a wholeCompany. Neither the Company nor any Company Subsidiary of its Subsidiaries is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws Law applicable to the Company or any Company Subsidiary its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary its Subsidiaries is bound or affected, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Material Contracts Permit, franchise or other instrument or obligation to which the Company Permits, except where or any of its Subsidiaries is a party or by which the default, breach Company or violation any of its Subsidiaries or any property or asset of the Company Material Contracts or Company Permits any of its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Merger and would not have a Company Material Adverse Effectmaterial adverse effect on the Company.

Permits; Compliance. To the Knowledge (a) Each of the Company, the Company and each the Company Subsidiary is, and has been at all times, Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority (other than the Drug Regulatory Agencies (as defined below)) necessary and required for each of the Company or any the Company Subsidiary Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “"Company Permits”"), except where the failure to have such have, or the suspension or cancellation of, any of the Company Permits would not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Each material Company Permit is listed in Section 2.06(a) of the Company Disclosure Schedule. The Company has made available to the Issuer complete and accurate copies of each Company Permit, including all amendments and renewals thereto, listed in Section 2.06(a) of the Company SubsidiariesDisclosure Schedule. As of the date of this Agreement, taken as a whole. No suspension, revocation, each Company Permit is valid and in full force and effect and no suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge of the Company, threatened. To , except where the Knowledge failure to have, or the suspension or cancellation of, any of the CompanyCompany Permits would not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. The Company and the Company Subsidiaries are, and have at all times been, in full compliance with all of the terms and requirements of each Company Permit, except where the failure to be in compliance would not reasonably be expected, individually or in the aggregate, to prevent or materially delay the consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. No event has occurred and no condition or circumstance exists that would reasonably be expected (with or without notice or lapse of time) to constitute or result, directly or indirectly, in a violation of or a failure to comply with any term or requirement of any Company Permit or result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation, termination or modification of any Company Permit, except where the violation, failure to comply, revocation, withdrawal, suspension, cancellation, termination or modification would not reasonably be expected, individually or in the aggregate, to prevent or materially delay the consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Since January 1, 2002, neither the Company nor any of the Company Subsidiary Subsidiaries has received any written communication regarding (iA) is in default any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any material Company Permit or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or adverse modification of any material Company Permit. All applications required to have been filed for the renewal of each Company Permit have been duly filed on a timely basis, and no event has occurred that, with each other notice or the lapse of time filing required to have been given or both, would constitute a default or violation) of any term, condition or provision of any made with respect to such Company PermitPermit has been duly given or made on a timely basis, except where the default or violation of failure to make such Company Permit filing would not reasonably be material expected, individually or in the aggregate, to prevent or materially delay the consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not reasonably be material expected, individually or in the aggregate, to the have a Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (ai) to the Knowledge of the Company, any Laws 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, except where the defaultor (ii) any note, breach bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or violation would not be material other instrument or obligation to which the Company and or any Company Subsidiary is a party or by which the Company Subsidiaries, taken as a whole, or (b) any Company Material Contracts Subsidiary or Company Permits, except where the default, breach any property or violation asset of the Company Material Contracts or any Company Permits Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. (b) Each of the Company and the Company Subsidiaries holds all new drug applications, abbreviated new drug applications, product license applications, investigational new drug applications, product export applications and other approvals issuable by the U.S. Food and Drug Administration (the "FDA"), the European Agency for the Evaluation of Medical Products (the "EMEA") or the Agence Francaise de Securite Sanitaire des Produits de Sante (the "Agence Francaise", and together with the FDA and EMEA, the "Drug Regulatory Agencies") (the "Company Regulatory Permits") necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conducted and the development, clinical testing, manufacturing, sale, marketing, distribution and importation or exportation, as currently conducted, of any of their products or product candidates, including Mepact, Bexidem, Jenact, Uvidem, Colidem, Dc Ova and Liposomal KSA (the "Company Product Candidates") and no such Company Regulatory Permit has been (i) revoked, withdrawn, suspended, cancelled or terminated or (ii) modified in any adverse manner, other than immaterial adverse modifications. The Company is in compliance in all material respects with the Company Regulatory Permits and has not received any written notice or other written communication from any Drug Regulatory Agency regarding (i) any actual or possible violation of or failure to comply with any term or requirement of any Company Regulatory Permit or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Regulatory Permit. Except for the information and files identified in Section 2.06(b) of the Company Disclosure Schedule, the Company has made available to the Issuer all information in its possession or control relating to the Company Product Candidates and the development, clinical testing, manufacture and sale of the Company Product Candidates, including complete and correct copies of the following (to the extent there are any): (i) adverse event reports; clinical study reports and material study data; and inspection reports, notices of adverse findings, warning letters, filings and letters and other correspondence with any Drug Regulatory Agency; and (ii) similar reports, study data, notices, letters, filings and correspondence with any other Governmental Authority. (c) All clinical, pre-clinical and other studies and tests conducted by or on behalf of, or sponsored by, the Company or in which the Company or its current products or product candidates, including the Company Product Candidates, have participated were and, if still pending, are being conducted in all material respects in accordance with standard medical and scientific research procedures and in compliance with the applicable regulations of the Drug Regulatory Agencies and other applicable Laws. All quality control, record keeping, notification, reporting and manufacturing systems used for the Company's commercial products and for the manufacturing of clinical supplies conforms to the applicable regulations of the Drug Regulatory Agencies and good manufacturing practices.

Permits; Compliance. To the Knowledge Except as set forth in Section 4.06 ------------------- ------------ of the CompanyDisclosure Schedule, each of the Company and each Company Subsidiary is, and has been at all times, the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, approvals and orders of any Governmental Authority necessary and required for each of the Company or any Company Subsidiary the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company "Permits”"), except where the failure ------- to have such Company have, or the suspension or cancellation of, any of the Permits would not be material to prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the Company Subsidiariesaggregate, taken have a Material Adverse Effect. Except as a whole. No suspensionset forth in Section 4.06 of the Disclosure Schedule, revocation------------ as of the date hereof, no suspension or cancellation or termination of any of the Company Permits is pending or, to the Knowledge knowledge of the Company, threatened. To , except where the Knowledge failure to have, or the suspension or cancellation of, any of the CompanyPermits would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Section 4.06 ------------ of the Disclosure Schedule, neither the Company nor any Company Subsidiary (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such Company Permit, except where the default or violation of such Company Permit would not be material to the Company and the Company Subsidiaries, taken as a whole, nor (ii) has received any written notice or other communication from a Governmental Authority regarding any violation of any such Company Permits, that it intends to cancel, terminate, modify or not renew any such Company Permit, except, in each case, where such default, violation or notice would not be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) to the Knowledge of the Company, any Laws 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, except where the default, breach or violation would not be material to the Company and the Company Subsidiaries, taken as a whole, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit, franchise or other instrument or obligation to which the Company Material Contracts or any Subsidiary is a party or by which the Company Permits, except where the default, breach or violation any Subsidiary or any property or asset of the Company Material Contracts or Company Permits any Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Company Material Adverse Effect.