Common use of Compliance with Laws; Permits Clause in Contracts

Compliance with Laws; Permits. The Company and each of its Subsidiaries are in compliance with and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Since January 1, 2001, the businesses of each of the Company and each of its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Lawfederal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, writ, arbitration award, agency requirement, license, permit, franchise, variance, exemption or other governmental authorization, consent or approval of any Governmental Entity (collectively, “Laws”), except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse EffectEffect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Since January 1Except with respect to regulatory matters covered by Section 6.5, 2013no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, neither to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. The Company and its Subsidiaries each has all governmental permits, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries has received any written notice from of any Governmental Entity regarding revocation or modification of any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, such governmental permits, easementsfranchises, variances, exceptionsexemptions, consentsorders and other governmental authorizations, certificates, consents and approvals, clearances, permissions, qualifications and registrations and orders the revocation or modification of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and which would have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The At its expense, Borrower shall (and Borrower shall cause each Project Company and each of its Subsidiaries are in compliance with and are not in default under or in violation of any applicable Lawto), except where such non-compliance, default or violation would to the extent failure to do so could not have and would not be reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of(a) comply, or failure cause compliance, with all Legal Requirements relating to comply the Projects, each Project Company or to Borrower, including all Environmental Laws; (b) procure, maintain and comply, or cause to be procured, maintained and complied with, all Permits required under Legal Requirements (including all Environmental Laws) for any Lawuse of the Projects, except as would not reasonably be expected to havethe Project Site, individually the Improvements or other Mortgaged Property, then being made or contemplated by the Operative Documents; and (c) in the aggregatecase of a change of name or corporate organization involving Borrower or any Project Company, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession as applicable, take such actions, including the filing of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract appropriate notices with all Governmental EntitiesAuthorities that have issued Applicable Permits, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and maintain in full force and effect each Applicable Permit, as may be necessary by applicable Legal Requirements. Borrower shall (and are not subject Borrower shall cause each Project Company to) (i) promptly take any remedial, responsive or corrective action required under any Environmental Law with respect to any administrative presence or judicial proceeding Release of Hazardous Substances to the extent that such presence or Release could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to havegive rise to a material liability or a material remedial, individually corrective or in the aggregateinvestigatory obligation of Borrower (or any Project Company, a Company Material Adverse Effect. The Company isas applicable) or (ii) promptly respond to, and each address, any material Environmental Claim against Borrower, any Project Company or any Project. Borrower (or any Project Company, as applicable) may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of its Subsidiaries isLegal Requirements or Permits, in compliance with provided that (i) none of the terms Agents, Lenders, Issuing Bank, any Project Company or Borrower reasonably would be likely to be subjected to any criminal or other liability for failure to comply therewith; and requirements (ii) all proceedings to enforce such Legal Requirements or Permits against the Agents, Issuing Bank, the Lenders, Borrower, the Project Companies or the Projects, shall have been duly and effectively stayed during the entire pendency of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectcontest.

Compliance with Laws; Permits. (i) The Company business and each operations of its Parent and the Parent Insurance Subsidiaries are have been conducted in compliance with and are not in default under or in violation of any all applicable LawInsurance Laws, except where the failure to so conduct such non-compliance, default or violation business and operations would not have and would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Parent Material Adverse Effect. Since January 1Notwithstanding the generality of the foregoing, 2013, neither except where the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as do so would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Parent Material Adverse Effect, each Parent Insurance Subsidiary and, to the knowledge of the executive officers of Parent, its agents have marketed, sold and issued insurance products in compliance, in all material respects, with Insurance Laws applicable to the business of such Parent Insurance Subsidiary and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (a) all applicable prohibitions against "redlining" or withdrawal of business lines, (b) all applicable requirements relating to the disclosure of the nature of insurance products as policies of insurance and (c) all applicable requirements relating to insurance product projections and illustrations. The Company and its Subsidiaries are in possession In addition, (i) there is no pending or, to the knowledge of all franchisesthe executive officers of Parent, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under threatened charge by any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have insurance regulatory authority that any of the Company Permits Parent Insurance Subsidiaries has not had and would not reasonably be expected violated, nor any pending or, to havethe knowledge of the executive officers of Parent, threatened investigation by any insurance regulatory authority with respect to possible violations of, any applicable Insurance Laws where such violations would, individually or in the aggregate, be reasonably likely to have a Company Parent Material Adverse Effect. All Company Permits are valid and in full force and effect and are not ; (ii) none of the Parent Insurance Subsidiaries is subject to any administrative order or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure decree of any insurance regulatory authority relating specifically to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected such Parent Insurance Subsidiary (as opposed to haveinsurance companies generally) which would, individually or in the aggregate, be reasonably likely to have a Company Parent Material Adverse Effect. The Company is, ; and each of its (iii) the Parent Insurance Subsidiaries is, in compliance have filed all reports required to be filed with any insurance regulatory authority on or before the terms and requirements of such Company Permits, except where date hereof as to which the failure to be in compliance has not had and would not reasonably be expected to havefile such reports would, individually or in the aggregate, be reasonably likely to have a Company Parent Material Adverse Effect.

Compliance with Laws; Permits. The Company Each of the Acquired Companies, to the Knowledge of the Company, is in, and each of its Subsidiaries are in since January 1, 2015 has been in, compliance with all Laws and are not any operating rules, regulations, requirements, guidelines and standards of applicable associations, payment card networks (the “Card Associations”) and NACHA, in default under or in violation of any each case applicable Lawto its businesses, except where the failure to comply with such non-complianceLaws, default rules, regulations, requirements, guidelines or violation standards would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1None of the Acquired Companies has, 2013, neither during the Company nor any of its Subsidiaries has one-year period prior to the date hereof: (a) received any written notice from any Governmental Entity regarding any material violation of, by any of the Acquired Companies of any Laws; or failure (b) provided any written notice to comply with, any Governmental Entity regarding any material violation by the Acquired Companies of any Law, except which notice in either case remains outstanding or unresolved as would not reasonably be expected to have, individually or in of the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”)date hereof, except where the failure to have any of the Company Permits has not had and for such notices that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits approvals, permits, franchises, grants, licenses, easements, variances, consents, certificates, clearances, permissions, qualifications, registrations, orders, exceptions, exemptions and similar authorizations of all Governmental Entities and any registrations with Card Associations needed for the Acquired Companies to own, lease and operate their properties and assets and to carry on their business as they are now conducted have been obtained by them and are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereofeffect, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. The Company isNo representation or warranty is made in this Section 4.9 with respect to Tax matters, which shall be addressed exclusively by Section 4.11 (Tax Matters) and each of its Subsidiaries isSection 4.12 (Employee Benefit Plans), in compliance with the terms and requirements of such Company Permitsor environmental matters, except where the failure to which shall be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectaddressed exclusively by Section 4.14 (Environmental Matters).

Compliance with Laws; Permits. (i) The business and operations of the Company and each of its the Company Insurance Subsidiaries are have been conducted in compliance with all applicable statutes and are not in default under or in violation regulations regulating the business of any insurance and all applicable Laworders and directives of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) and market conduct recommendations resulting from market conduct examinations of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) (collectively, "Insurance Laws"), except where the failure to so conduct such non-compliance, default or violation business and operations would not have and would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. Since January 1Notwithstanding the generality of the foregoing, 2013, neither except where the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as do so would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. The , each Company and its Subsidiaries are in possession Insurance Subsidiary and, to the knowledge of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders the executive officers of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company its agents have marketed, sold and its Subsidiaries issued insurance products in compliance, in all material respects, with Insurance Laws applicable to ownthe business of such Company Insurance Subsidiary and in the respective jurisdictions in which such products have been sold, lease including, without limitation, in compliance with (a) all applicable prohibitions against "redlining" or withdrawal of business lines, (b) all applicable requirements relating to the disclosure of the nature of insurance products as policies of insurance and operate their properties (c) all applicable requirements relating to insurance product projections and assets and illustrations. In addition, (i) there is no pending or, to carry on their businesses as presently conducted (the “Company Permits”)knowledge of the executive officers of the Company, except where the failure to have threatened charge by any insurance regulatory authority that any of the Company Permits Insurance Subsidiaries has not had and would not reasonably be expected violated, nor any pending or, to havethe knowledge of the executive officers of the Company, threatened investigation by any insurance regulatory authority with respect to possible violations of, any applicable Insurance Laws where such violations would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. All ; (ii) none of the Company Permits are valid and in full force and effect and are not Insurance Subsidiaries is subject to any administrative order or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure decree of any insurance regulatory authority relating specifically to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected such Company Insurance Subsidiary (as opposed to haveinsurance companies generally) which would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. The ; and (iii) the Company is, and each of its Insurance Subsidiaries is, in compliance have filed all reports required to be filed with any insurance regulatory authority on or before the terms and requirements of such Company Permits, except where date hereof as to which the failure to be in compliance has not had and file such reports would not reasonably be expected to have, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect.

Compliance with Laws; Permits. The Company Each of the Seller and each of its Subsidiaries are has been and is currently in compliance in all material respects with all laws, injunctions, judgments, decrees, rulings, statutes, ordinances, codes, rules, regulations, decrees and are not in default under orders of Governmental Authorities, including the Occupational Safety and Health Act of 1970 (29 U.S.C. § 651 et seq.) (collectively, “Laws”) applicable to the Purchased Assets or in violation the Key Products Employees, including Laws relating to occupational safety and health, manufacturing practice, labeling, handling and use of any applicable Law, except where such non-compliance, default compounds and products and employee exposure monitoring and control. None of the Seller or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from or other written communication alleging or relating to a possible violation by the Seller or any Governmental Entity regarding of its Subsidiaries of any violation of, or failure Laws applicable to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectPurchased Assets. The Company Seller and each of its Subsidiaries are in possession of hold all franchises, grants, authorizations, licenses, permits, easementsregistrations, variances, exceptionsexemptions, consentsoperating certificates, franchises, orders, permits, certificates, approvals, clearancesauthorizations, permissionsconcessions, qualifications certificates of occupancy and registrations and orders of all similar rights from Governmental EntitiesAuthorities (collectively, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities “Permits”) necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses lawful operation of the Purchased Assets as presently currently conducted (collectively, the “Company Purchased Assets Permits”), except where the failure and there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to have others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any of the Company Purchased Assets Permits has except that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Seller Material Adverse Effect. All Company Permits are valid and in full force and effect and are There is not subject pending or, to the Knowledge of the Seller, threatened before any Governmental Authority any proceeding, notice of violation, order of forfeiture or complaint or investigation against the Seller or any of its Subsidiaries relating to any administrative or judicial proceeding that could result of the Purchased Assets Permits. The Seller and its Subsidiaries are in modificationcompliance in all material respects with the terms of all of the Purchased Assets Permits, termination or revocation thereofand no event has occurred that, except where to the failure to be in full force and effect or any modificationKnowledge of the Seller, termination or revocation thereof has not had and would not reasonably be expected to have, individually or result in the aggregaterevocation, a Company Material Adverse Effect. The Company iscancellation, and each non-renewal or adverse modification of its Subsidiaries is, in compliance with any of the terms and requirements of such Company Purchased Assets Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Permits. The Except as disclosed in the Company Reports filed with or furnished to the SEC prior to the date hereof, the businesses of each of the Company and each of its Subsidiaries are in compliance with and are not in default under or being conducted in violation of any applicable Lawfederal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except where such non-compliance, default or for any violation would not have and would not reasonably be expected to havethat, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect. Since January 1Effect or prevent, 2013, neither materially delay or materially impair the ability of the Company nor to consummate the transactions contemplated by this Agreement and the Arrangement. Except as disclosed in the Company Reports filed with or furnished to the SEC prior to the date hereof and except for any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, investigation or failure to comply with, any Law, except as would not reasonably be expected to havereview that, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Arrangement, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to the Company or any of its Subsidiaries to conduct the same. To the knowledge of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection with any Law, and the Company has not received any notice or communication of any material noncompliance with any Law that has not been cured as of the date hereof. The Company and its Subsidiaries are in possession of each has all franchises, grants, authorizationspermits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company governmental authorizations, consents and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted approvals (the “Company Permits”)) necessary to conduct its business in all material respects as presently conducted, except where the failure to have any of the such Company Permits has not had and would not reasonably be expected to havePermits, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect. All Effect or prevent, materially delay or materially impair the ability of the Company Permits are valid to consummate the transactions contemplated by this Agreement and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectArrangement.

Compliance with Laws; Permits. The Company Each of Standard and the Standard Subsidiaries has complied with all applicable laws and regulations of foreign, federal, state and local governments and all agencies thereof which affect the business or any of the Standard Subsidiaries or to which Standard or any of the Standard Subsidiaries may be subject (including, without limitation, the Occupational Safety and Health Act of 1970, the HOLA, the FDIA, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act of 1975, the Fair Housing Act and the Equal Credit Opportunity Act, each of its Subsidiaries are in compliance with as amended, and are not in default under any other state or in violation of any applicable Lawfederal acts (including rules and regulations thereunder) regulating or otherwise affecting employee health and safety or the environment), except where such non-compliance, default or violation failure to so comply would not have and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect on Standard or materially adversely affect Standard's ability to consummate the transactions contemplated hereby. Since January 1Each of Standard and the Standard Subsidiaries holds all of the permits, 2013licenses, neither certificates and other authorizations of foreign, federal, state and local governmental agencies required for the Company nor any conduct of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation ofbusiness as currently conducted, or except where failure to comply withobtain such permits, any Lawlicenses, except as certificates or authorizations would not reasonably be expected to havenot, individually or in the aggregate, a Company have an Material Adverse EffectEffect on Standard or materially adversely affect the ability of Standard to consummate the transactions contemplated hereby. The Company and its Subsidiaries are Except as disclosed in possession of all franchisesSchedule 3.19, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have neither Standard nor any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not Standard Subsidiaries is subject to any administrative cease and desist order, written agreement or judicial proceeding that could result in modificationmemorandum of understanding with, termination or revocation thereofis a party to any commitment letter or similar undertaking to, except where or is subject to any order or directive by, or is a recipient of any supervisory agreement letter from, or has adopted any board resolutions at the failure to be in full force and effect request of any Bank Regulator, which would have a Material Adverse Effect on Standard, nor has Standard or any modificationof the Standard Subsidiaries been advised by any Bank Regulator that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, termination directive, written agreement, memorandum of understanding, supervisory letter, commitment letter, board resolutions or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectsimilar undertaking.

Compliance with Laws; Permits. The Company Each of Purchaser and the Purchaser Subsidiaries has complied with all applicable laws and regulations of foreign, federal, state and local governments and all agencies thereof which affect the business or any owned or leased properties or employee benefit plans of Purchaser or any of the Purchaser Subsidiaries and to which Purchaser or any of the Purchaser Subsidiaries may be subject (including, without limitation, the Occupational Safety and Health Act of 1970, the Employee Retirement Income Security Act of 1974 ("ERISA"), the HOLA (if applicable), the BHCA (if applicable), the National Bank Act (if applicable), the Federal Deposit Insurance Act (the "FDIA"), the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act of 1975, the Fair Housing Act and the Equal Credit Opportunity Act, each of its Subsidiaries are in compliance with as amended, and are not in default under any other state or in violation of any applicable Lawfederal acts (including rules and regulations thereunder) regulating or otherwise affecting employee health and safety or the environment), except where such non-compliance, default or violation failure to so comply would not have and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1Effect on Purchaser or adversely affect Purchaser's ability to consummate the transactions contemplated hereby; and, 2013to the Knowledge (as defined herein) of Purchaser, neither the Company nor no claims have been filed by any such governments or agencies against Purchaser or any of its the Purchaser Subsidiaries has received alleging such a violation of any written notice from any Governmental Entity regarding any violation of, such law or failure regulation which have not been resolved to comply with, any Law, except as would not reasonably be expected to havethe satisfaction of such governments or agencies which would, individually or in the aggregate, have a Company Material Adverse EffectEffect on Purchaser or adversely affect Purchaser's ability to consummate the transactions contemplated hereby. The Company As used in this Agreement, the terms "Knowledge" of an entity or "Known" by an entity means the knowledge actually possessed by any director or executive officer of such entity after due inquiry as may be reasonably appropriate in the circumstances. Each of Purchaser and its the Purchaser Subsidiaries are in possession holds all of all franchises, grants, authorizations, licenses, the permits, easementslicense, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, certificates and other documents with all Governmental Entities necessary authorizations of foreign, federal, state and local governmental agencies required for the Company and conduct of its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses business as presently conducted (the “Company Permits”)currently conducted, except where the failure to have any of the Company Permits has not had and obtain such authorizations would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse EffectEffect on Purchaser or adversely affect the ability of Purchaser to consummate the transactions contemplated hereby. All Company Permits are valid and in full force and effect and are not Neither Purchaser nor any of the Purchaser Subsidiaries is subject to any administrative cease and desist order, written agreement or judicial proceeding that could result in modificationmemorandum of understanding with, termination or revocation thereofis a party to any commitment letter or similar undertaking to, except where or is subject to any order or directive by, or is a recipient of any supervisory agreement letter from, or has adopted any board resolutions at the failure to be in full force and effect request of, federal or state governmental authorities charged with the supervision or regulation of Purchaser or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregatePurchaser Subsidiary (individually, a Company "Bank Regulator" and collectively, the "Bank Regulators"), which would have a Material Adverse Effect. The Company isEffect on Purchaser nor have any of Purchaser or any of the Purchaser Subsidiaries been advised by any Bank Regulator that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, and each directive, written agreement, memorandum of its Subsidiaries isunderstanding, in compliance with the terms and requirements of such Company Permitssupervisory letter, except where the failure to be in compliance has not had and would not reasonably be expected to havecommitment letter, individually board resolutions or in the aggregate, a Company Material Adverse Effectsimilar undertaking.

Compliance with Laws; Permits. The businesses of each of the Company and each of its Subsidiaries have been, and are being, conducted in compliance with all federal, state, local or foreign laws, statutes, ordinances, rules, regulations, judgments, orders, injunctions, decrees, arbitration awards, agency requirements, licenses and are not in default under or in violation permits of any applicable Lawall Governmental Entities (collectively, “Laws”), except where such non-compliance, default for violations or violation would not have and would not reasonably be expected to havepossible violations that, individually or in the aggregate, (i) have not had, and are not reasonably likely to have, a Company Material Adverse Effect. Since January 1Effect or prevent, 2013, neither materially delay or materially impair the ability of the Company nor to consummate the transactions contemplated by this Agreement and (ii) have not resulted, and are not reasonably likely to result in, the imposition of a criminal fine, penalty or sanction against the Company, any of its Subsidiaries has received or any written notice from of their respective directors or officers. To the Knowledge of the Company, no investigation or review by any Governmental Entity regarding with respect to the Company or any violation ofof its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct any such investigation or failure review. No material change is required in the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries each have all governmental permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to comply withconduct its business as presently conducted (each, any Law, a “Company Permit”) except as would not reasonably be expected to havethose the absence of which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Effect or prevent or materially burden or materially impair the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any ability of the Company Permits has not had to consummate the Merger and would not reasonably be expected to have, individually or in the aggregate, a other transactions contemplated by this Agreement. No Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure Permit will cease to be in full force and effect effective as a result of the execution of this Agreement or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each consummation of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions contemplated by this Agreement.

Compliance with Laws; Permits. The Company Target and each of its Subsidiaries are in compliance with all laws, statutes, ordinances, codes, rules, regulations, decrees, notices, and are not in default under orders of Governmental Authorities (and all Permits) (collectively, “Laws”) applicable to Target or in violation any of any applicable Lawits Subsidiaries and Target Owned Real Estate and Target Leased Real Estate, except where for such instances of non-compliance, default or violation would not have and compliance as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Target Material Adverse Effect. Since January 1No new construction has been commenced at, 2013and no development entitlements been sought for any new construction at, neither any Target Owned Real Estate or Target Leased Real Estate, which would, upon completion, cause there to be a breach in any material respect of the Company nor any representation set forth in the foregoing sentence. Target and each of its Subsidiaries has received any written notice hold all licenses, franchises, development entitlements, grants, permits, certificates (including, without limitation, certificates of occupancy), zoning permits, privileges, immunities, orders, registrations, easements, rights and other approvals, orders and authorizations from any Governmental Entity regarding any violation ofAuthorities (collectively, or failure to comply with“Permits”) necessary for the lawful conduct of their respective businesses, any Lawincluding the current use, occupancy and operation by Target and its Subsidiaries of the Target Owned Real Estate and Target Leased Real Estate, except as where such failures to hold the same would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Target Material Adverse Effect. The Company All Permits held by Target and its Subsidiaries are valid and in full force and effect, no legal or administrative proceeding, claim, suit, action or investigation is pending or, to the Knowledge of Target, threatened, to suspend, cancel or revoke any such Permit, and Target and its Subsidiaries are in possession compliance with the terms of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company such Permits”), except where the failure to have any for such instances of the Company Permits has not had and non-compliance as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Target Material Adverse Effect. All Company Permits are valid and in full force and effect and are The consummation of the Transactions will not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereofthe violation of any Permit, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and for such violations which would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Target Material Adverse Effect. The Company To the extent that any correctional, rehabilitative, educational, detention or other similar facility (each, a “Facility”) operated or otherwise managed by Target or any of its Subsidiaries is required to comply with the requirements for accreditation by and the standards of, the American Correctional Association and the Joint Commission on the Accreditation of Health Organizations (collectively, “Accreditation Requirements”), such Facility, is, and each of its Subsidiaries ishas at all times been, in compliance with the terms such Accreditation Requirements and requirements of all notices, reports, documents and other information required to be filed under any Accreditation Requirements were properly filed in accordance with such Company PermitsAccreditation Requirements, except where the failure to be in for such instances of non-compliance has not had and or filing failures which would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Target Material Adverse Effect.

Compliance with Laws; Permits. The Company Assuming the accuracy of the representations made by Interiors pursuant to Section 3 hereof, the offer and each sale of its Subsidiaries are the Subject Shares to Interiors will be in compliance with all applicable federal and are state securities laws. CSL has not in default under violated or in violation failed to comply with any statute, law, ordinance, rule, regulation or policy of any applicable LawGovernmental Authority (collectively, "Laws") to which it or any of its properties or assets is subject, except where such non-compliance, default or violation compliance with any such Laws would not have and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. Since January 1CSL has all permits, 2013licenses, neither orders, certificates, authorizations and approvals of any Governmental Authority (collectively, the Company nor any "Permits") that are required for the conduct of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation ofbusiness as presently conducted; all such Permits are, and as of the Closing will be, in full force and effect; no violations or notices of failure to comply with, have been issued or recorded in respect of any Lawsuch Permits; and CSL has no knowledge of any reason why such Permits may be revoked or suspended, except as in each case, where not compliance with this sentence would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract Except where non-compliance with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and following would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. All Company Permits are valid , all applications, reports, notices and in full force and effect other documents required to be filed by CSL with all Governmental Authorities have been timely filed and are not subject complete and correct in all material respects as filed or as amended prior to the date hereof. With respect to any administrative required Permits, applications for which are either pending or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure contemplated to be in full force made pursuant to the business strategy of CSL, CSL knows of no reason why such Permits should not be approved and effect or granted by the appropriate Governmental Authority. Neither CSL nor, to the best knowledge of CSL, any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries isofficers, employees or agents has made any illegal or improper payments to, or provided any illegal or improper inducement for, any governmental official or other Person in compliance with the terms and requirements of an attempt to influence any such Company Permits, except where the failure Person to be in compliance has not had and would not reasonably be expected take or to have, individually or in the aggregate, a Company Material Adverse Effectrefrain from taking any action relating to CSL.

Compliance with Laws; Permits. (i) The business and operations of the Company and each of its the Company Insurance Subsidiaries are have been conducted in compliance with all applicable statutes and are not in default under or in violation regulations regulating the business of any insurance and all applicable Laworders and directives of insurance regulatory authorities and market conduct recommendations resulting from market conduct examinations of insurance regulatory authorities (collectively, "Insurance Laws"), except where the failure to so conduct such non-compliance, default or violation would not have business and would not reasonably be expected to haveoperations is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1Notwithstanding the generality of the foregoing, 2013, neither except where the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as do so would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, each Company Insurance Subsidiary and, to the knowledge of the executive officers of the Company, its agents have marketed, sold and issued insurance products in compliance, in all material respects, with Insurance Laws applicable to the business of such Company Insurance Subsidiary and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (i) all applicable prohibitions against "redlining" or withdrawal of business lines, (ii) all applicable requirements relating to the disclosure of the nature of insurance products as policies of insurance and (iii) all applicable requirements relating to insurance product projections and illustrations. The Company and its Subsidiaries are in possession In addition, (i) there is no pending or, to the knowledge of all franchisesthe executive officers of the Company, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under threatened charge by any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have insurance regulatory authority that any of the Company Permits Insurance Subsidiaries has not had and would not reasonably be expected violated, nor any pending or, to havethe knowledge of the executive officers of the Company, threatened investigation by any insurance regulatory authority with respect to possible violations of, any applicable Insurance Laws where such violations are, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. All ; (ii) none of the Company Permits are valid and in full force and effect and are not Insurance Subsidiaries is subject to any administrative order or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure decree of any insurance regulatory authority relating specifically to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected such Company Insurance Subsidiary (as opposed to haveinsurance companies generally) which is, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. The ; and (iii) the Company is, and each of its Insurance Subsidiaries is, in compliance have filed all reports required to be filed with any insurance regulatory authority on or before the terms and requirements of such Company Permits, except where date hereof as to which the failure to be in compliance has not had and would not reasonably be expected to havefile such reports is, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. In addition to Insurance Laws, except as set forth in the Company Reports filed prior to the date hereof, the businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively with Insurance Laws, "Laws"), except for violations or possible violations that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Except as set forth in the Company Reports filed prior to the date hereof, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the executive officers of the Company, threatened, nor, to the knowledge of the executive officers of the Company, has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. To the knowledge of the executive officers of the Company, no material change is required in the Company's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries each has all permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement.

Compliance with Laws; Permits. The Except as set forth in Section 5.10 of the Company Disclosure Schedule, the businesses of each of the Company and each of its Subsidiaries have been, and are being, conducted in compliance with all applicable federal, state, local, municipal, foreign or other laws, statutes, constitutions, principles of common law, resolutions, ordinances, codes, edicts, rules, regulations, judgments, orders, rulings, injunctions, decrees, directives, arbitration awards, agency requirements, licenses and are not in default under permits of all Governmental Entities (collectively, “Laws”) applicable to the Company or in violation of any applicable Lawits Subsidiaries, except where such non-compliancethe failure to comply, default individually or violation would in the aggregate, (i) has not have had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect and (ii) has not resulted, and is not reasonably likely to result in, the imposition of a criminal fine, penalty or sanction against the Company, any of its Subsidiaries, or any of their respective directors or officers. Since January 1, 2013, neither Except as set forth in Section 5.10 of the Company nor any Disclosure Schedule, no (i) material investigation or review (for which the Company or one of its Subsidiaries has received any notice) or (ii) other investigation or review (for which the Company or one of its Subsidiaries has received written notice from notice) by any Governmental Entity regarding with respect to the Company or any violation ofof its Subsidiaries is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity (x) indicated to the Company or failure one of its Subsidiaries an intention to comply with, conduct any Law, except as would not reasonably be expected such material investigation or review or (y) indicated in writing to have, individually the Company or in the aggregate, a Company Material Adverse Effectone of its Subsidiaries an intention to conduct any other such investigation or review. The Company and its Subsidiaries are in possession of each have all franchises, grants, authorizationsgovernmental permits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities governmental authorizations, consents and approvals necessary for the Company and to conduct its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses business as presently conducted (the each, a “Company PermitsPermit”)) except those the absence of which have not had, except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. All Except as set forth in Section 5.10 of the Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modificationDisclosure Schedule, termination or revocation thereof, except where the failure no material Company Permit will cease to be in full force and effect effective as a result of the execution of this Agreement or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each consummation of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effecttransactions contemplated by this Agreement.

Compliance with Laws; Permits. (a) Except as set forth in Section 3.08 of the Company Disclosure Schedule, the Company and each of its Subsidiaries are, and have since January 1, 2011 been, in compliance with all Federal, national, provincial, state, local or multinational laws, statutes, common laws, ordinances, codes, rules, orders, judgments, injunctions, writs, decrees, governmental guidelines or interpretations having the force of law, Permits, regulations, decrees and orders of Governmental Authorities (collectively, “Laws”) applicable to the Company or any of its Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect. The Company and each of its Subsidiaries are in compliance with hold all licenses, franchises, permits, certificates, approvals and are not in default under or in violation authorizations from Governmental Authorities necessary for the lawful conduct of any applicable Lawtheir respective businesses (collectively, “Permits”), except where such non-compliance, default or violation the failure to hold the same would not reasonably be expected to have and a Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013all Permits are in full force and effect, none of the Company or its Subsidiaries is in default or violation of any such Permit, and neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding Authority threatening to suspend, revoke, withdraw or modify in any violation of, or failure to comply with, material and adverse respect any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectPermit. The Company and its Subsidiaries are in possession and, to the Knowledge of all franchisesthe Company, grantstheir respective Affiliates and Representatives, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entitiesare, and have filed all tariffsbeen since December 31, reports2011, noticesin compliance with (i) the Foreign Corrupt Practices Act of 1977, as amended, and other documents with all Governmental Entities necessary any rules and regulations promulgated thereunder, (ii) the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such Convention and (iii) the Company United Kingdom Bribery Act of 2010, as amended, and its Subsidiaries to own, lease any rules and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any regulations promulgated thereunder. Each of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is(and, to the Knowledge of the Company, each of their respective Representatives acting or purporting to act in such capacity) (i) has not used and is not using any corporate funds or other assets for any direct or indirect unlawful payments to any foreign or domestic government officials or employees, (ii) has not established or maintained, or is maintaining, any unlawful fund of corporate monies or other properties for the purposes set forth in clauses (i) or (iv) of this sentence, and (iv) has not made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature to any foreign or domestic government officials or employees. This Section 3.08 does not relate to the Company SEC Documents, financial statements or compliance with the terms Xxxxxxxx-Xxxxx Act (and requirements associated rules and regulations), which are the subject of such Company PermitsSection 3.05, except where Tax matters, which are the failure to be in compliance has not had subject of Section 3.09, employee benefits and would not reasonably be expected to havelabor matters, individually which are the subject of Sections 3.10 and 3.11, or in insurance or reinsurance matters, which are the aggregate, a Company Material Adverse Effectsubject of Sections 3.17 through 3.21.

Compliance with Laws; Permits. To the best knowledge of Seller, the Company has not violated or failed to comply with, in any material respect, any law, statute, treaty, ordinance, rule, regulation or policy, domestic or foreign, of any Governmental Authority (collectively, "Laws") to which it or any of its properties or assets is subject. The Company has all federal, state, local and each foreign government licenses, permits, orders, certificates authorizations and approvals of any Governmental Authority (collectively, the "Permits") that are necessary for the conduct of its Subsidiaries business as presently conducted except to the extent the failure to have any such Permit would not materially adversely affect the Condition of the Company; all such Permits are, and as of the Closing will be, in full force and effect; no violations or notices of failure to comply have been issued or recorded in respect of any such Permits; there are in compliance no proceedings pending, threatened, to revoke, suspend or limit any such Permit, nor is there any reasonable basis therefor. All applications, reports, notices and other documents required to be filed by the Company with all Governmental Authorities on or before the date hereof have been timely filed and are complete and correct in all material respects as filed or as amended prior to the date hereof, except to the extent the failure to timely make such filings or the incompletion of such filing would not in default under materially adversely affect the Condition of the Company. With respect to any required Permits, applications for which are either pending or in violation contemplated to be made pursuant to the business strategy of the Company, none of Seller or the Company knows of any applicable Law, except where reason why such non-compliance, default or violation would Permits should not have be approved and would not reasonably be expected to have, individually or in granted by the aggregate, a Company Material Adverse Effectappropriate Governmental Authority. Since January 1, 2013, neither Neither the Company nor any of its Subsidiaries officers or agents has received made any written notice from any Governmental Entity regarding any violation ofillegal or improper payments to, or failure to comply withprovided any illegal or improper inducement for, any Law, except as would not reasonably be expected governmental official or other Person in an attempt to have, individually influence any such Person to take or in to refrain from taking any action relating to the aggregate, a Company Material Adverse EffectCompany. The Company and its Subsidiaries are in possession Part 2.12 of Schedule 1 lists all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any Permits of the Company Permits has not had and would not reasonably be expected to have, individually or in that are required for the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each conduct of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectbusiness.

Compliance with Laws; Permits. Except as described in Part 7.12 of Schedule 1 , the Company has not violated or failed to comply with, in any material respect, any law, statute, treaty, ordinance, rule, regulation or policy, domestic or foreign, of any Governmental Authority (collectively, " Laws ") to which it or any of its properties or assets is subject. The Company has all federal, state, local and each foreign government licenses, permits, orders, certificates authorizations and approvals of any Governmental Authority (collectively, the " Permits ") that are necessary for the conduct of its Subsidiaries business as presently conducted except to the extent the failure to have any such Permit would not materially adversely affect the Condition of the Company; all such Permits are, and as of the Closing will be, in full force and effect; no violations or notices of failure to comply have been issued or recorded in respect of any such Permits; there are in compliance no proceedings pending, or to the knowledge of the Sellers, threatened, to revoke, suspend or limit any such Permit, nor to the knowledge of any Sellers is there any reasonable basis therefor. All applications, reports, notices and other documents required to be filed by the Company with all Governmental Authorities on or before the date hereof have been timely filed and are complete and correct in all material respects as filed or as amended prior to the date hereof, except to the extent the failure to timely make such filings or the incompletion of such filing would not in default under materially adversely affect the Condition of the Company. With respect to any required Permits, applications for which are either pending or in violation contemplated to be made pursuant to the business strategy of the Company, none of the Sellers knows of any applicable Law, except where reason why such non-compliance, default or violation would Permits should not have be approved and would not reasonably be expected to have, individually or in granted by the aggregate, a Company Material Adverse Effectappropriate Governmental Authority. Since January 1, 2013, neither Neither the Company nor any of its Subsidiaries officers or agents has received made any written notice from any Governmental Entity regarding any violation ofillegal or improper payments to, or failure to comply withprovided any illegal or improper inducement for, any Law, except as would not reasonably be expected governmental official or other Person in an attempt to have, individually influence any such Person to take or in to refrain from taking any action relating to the aggregate, a Company Material Adverse EffectCompany. The Company and its Subsidiaries are in possession Part 7.12 of Schedule 1 also lists all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any Permits of the Company Permits has not had and would not reasonably be expected to have, individually or in that are required for the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each conduct of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectbusiness.

Compliance with Laws; Permits. The Company and Except as set forth in the French Reports filed prior to the date of the Initial Combination Agreement, the businesses of each of France and its Material Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Lawfederal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, LAWS), except where such non-compliance, default for violations or violation possible violations that would not have and would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company France Material Adverse EffectEffect or prevent or materially delay or materially impair the ability of France to consummate the transactions contemplated by this Agreement to which it will be a party. Since January 1Except as set forth in the French Reports filed prior to the date of the Initial Combination Agreement, 2013, neither the Company nor no investigation or review by any Governmental Entity with respect to France or any of its Subsidiaries is pending or, to the knowledge of the Executive Officers of France, threatened, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated to comply with, any LawFrance an intention to conduct the same, except as for those the outcome of which would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company France Material Adverse EffectEffect or prevent or materially delay or materially impair the ability of France to consummate the transactions contemplated by this Agreement to which it will be a party. The Company and To the knowledge of the Executive Officers of France, no material change is required in France's or any of its Subsidiaries are Subsidiaries' processes, properties or procedures in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under connection with any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”)such Laws, except where the failure to have any of the Company Permits has not had and would not reasonably be expected to havethose that, individually or in the aggregate, would not be reasonably likely to have a Company France Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereofand, except where as of the failure to be in full force and effect or any modificationdate hereof, termination or revocation thereof France has not had received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. France and its Subsidiaries each has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company France Material Adverse Effect. The Company is, and each Effect or prevent or materially delay or materially impair the ability of its Subsidiaries is, in compliance with France to consummate the terms and requirements of such Company Permits, except where the failure transactions contemplated by this Agreement to which it will be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectparty.

Compliance with Laws; Permits. To the best knowledge of Seller, the Company has not violated or failed to comply with, in any material respect, any law, statute, treaty, ordinance, rule, regulation or policy, domestic or foreign, of any Governmental Authority (collectively, "Laws") to which it or any of its properties or assets is subject. The Company has all federal, state, local and each foreign government licenses, permits, orders, certificates authorizations and approvals of any Governmental Authority (collectively, the "Permits") that are necessary for the conduct of its Subsidiaries business as presently conducted except to the extent the failure to have any such Permit would not materially adversely affect the Condition of the Company; all such Permits are, and as of the Closing will be, in full force and effect; no violations or notices of failure to comply have been issued or recorded in respect of any such Permits; there are in compliance no proceedings pending, threatened, to revoke, suspend or limit any such Permit, nor is there any reasonable basis therefor. All applications, reports, notices and other documents required to be filed by the Company with all Governmental Authorities on or before the date hereof have been timely filed and are complete and correct in all material respects as filed or as amended prior to the date hereof, except to the extent the failure to timely make such filings or the incompletion of such filing would not in default under materially adversely affect the Condition of the Company. With respect to any required Permits, applications for which are either pending or in violation contemplated to be made pursuant to the business strategy of the Company, none of Seller or the Company knows of any applicable Law, except where reason why such non-compliance, default or violation would Permits should not have be approved and would not reasonably be expected to have, individually or in granted by the aggregate, a Company Material Adverse Effectappropriate Governmental Authority. Since January 1, 2013, neither Neither the Company nor any of its Subsidiaries officers or agents has received made any written notice from any Governmental Entity regarding any violation ofillegal or improper payments to, or failure to comply withprovided any illegal or improper inducement for, any Law, except as would not reasonably be expected governmental official or other Person in an attempt to have, individually influence any such Person to take or in to refrain from taking any action relating to the aggregate, a Company Material Adverse EffectCompany. The Company and its Subsidiaries are in possession Part 3.12 of Schedule 3 lists all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any Permits of the Company Permits has not had and would not reasonably be expected to have, individually or in that are required for the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each conduct of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectbusiness.

Compliance with Laws; Permits. (a) The Company business and operations of Wind River and each of its Subsidiaries have been and are being, conducted in material compliance with and are not in default under all applicable federal, state, local or in violation non-U.S. laws, statutes, ordinances, rules, regulations, rulings, written interpretations, judgments, orders, injunctions, decrees, arbitration awards or agency requirements of any Governmental Authority, including all regulations regulating the business and products of insurance and all applicable Laworders and directives of insurance regulatory authorities and orders resulting from market conduct examinations of insurance regulatory authorities (collectively, except where such non-compliance"Laws"), default or violation in each case to the extent applicable to Wind River and its Subsidiaries, and except, with respect to the business and operations of Wind River and each of its Subsidiaries prior to December 31, 1999, as would not have and or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect on the business, financial condition, results of operations or prospects of Wind River and its Subsidiaries taken as a whole. Since January 1To the knowledge of Wind River, 2013except for regulatory examinations or reviews conducted in the ordinary course, neither the Company nor no investigation or review by any Governmental Authority with respect to Wind River or any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation ofis as of the date of the Original Investment Agreement pending or threatened. Notwithstanding the generality of the foregoing, or failure all insurance policies, binders, slips, certificates and Material Contracts issued by the Insurance Companies since December 31, 1999 are, to comply with, any the extent required under Law, except as would in forms approved in all material respects by applicable regulatory authorities or have been filed and not reasonably be expected objected to have, individually (or such objection has been withdrawn or resolved) by such authorities within the period provided for objection and such forms comply in the aggregate, a Company Material Adverse Effect. The Company all material respects with Laws applicable to Wind River and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, Subsidiaries. All reports, noticesstatements, documents, registrations, filings and other documents with all Governmental Entities necessary for the Company and submissions made by Wind River or its Subsidiaries to ownstate insurance regulatory authorities since December 31, lease 1999 complied in all material respects with Laws in effect when filed and operate their properties and assets and no material deficiencies have been asserted by any such regulatory authority with respect to carry on their businesses as presently conducted (such reports, statements, documents, registrations, filings or submissions that have not been satisfied. To the “Company Permits”)knowledge of Wind River, except where all premium rates established by the failure to have any of the Company Permits has not had and would not reasonably be expected to haveInsurance Companies since December 31, individually or in the aggregate1999, a Company Material Adverse Effect. All Company Permits that are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure required to be filed with or approved by insurance regulatory authorities, have been so filed or approved, the premiums charged conform to the premiums so filed or approved and comply in full force and effect all material respects (or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or complied in all material respects at the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance relevant time) with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectinsurance laws applicable thereto.

Compliance with Laws; Permits. The Company and each of its Subsidiaries are (and since August 1, 2012 have been) in compliance in all material respects with all laws (including common law), statutes, ordinances, codes, rules, regulations, awards, decrees, writs, injunctions, directives, judgments and are not in default under or in violation orders of any Governmental Authorities (collectively, “Laws”) applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor or any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply withSubsidiaries, any Law, except of their properties or other assets or any of their businesses or operations. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The , (i) the Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals, authorizations, exemptions, classifications, registrations and similar documents or instruments from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case necessary for the lawful conduct of their respective businesses (collectively, “Permits”), (ii) the Company and its Subsidiaries are (and since August 1, 2012 have been) in possession compliance with the terms of all franchisesPermits, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of (iii) all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company iseffect, and each (iv) since August 1, 2012, and prior to the date hereof, neither the Company nor any of its Subsidiaries is, has received written notice to the effect that a Governmental Authority (a) claimed or alleged that the Company or any of its Subsidiaries was not in compliance with any Laws applicable to the terms Company or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations or (b) was considering the amendment, termination, revocation or cancellation of any Permit. This Section 3.8 does not relate to the Company SEC Documents, financial statements or disclosure controls and requirements procedures or internal controls, which are the subject of such Company PermitsSection 3.5, except where tax matters, which are the failure to be in compliance has not had subject of Section 3.10, employee benefits and would not reasonably be expected to havelabor matters, individually or in which are the aggregatesubject of Section 3.11, a Company Material Adverse Effectenvironmental matters, which are the subject of Section 3.12, Information Privacy Laws, which are the subject of Section 3.15(e) and Fraud and Bribery Laws, which are the subject of Section 3.21.

Compliance with Laws; Permits. The Company Each of CBCS, CBT and each of its the other Subsidiaries are is in compliance in all material respects with all Laws, Governmental Orders or Governmental Authorizations, including, without limitation, the Bank Holding Company Act, the FDIA, the Occupational Safety and are not in default under Health Act of 1970, the Home Owners Loan Act, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act of 1975, the Fair Housing Act, the Equal Credit Opportunity Act and the Federal Reserve Act, each as amended, and any other applicable Governmental Order or in Governmental Authorization regulating or otherwise affecting bank holding companies, banks and banking; and no claims have been filed by any Governmental Authority against CBCS, CBT or the other Subsidiaries alleging such a violation of any applicable Lawsuch Law which have not been resolved to the satisfaction of such Governmental Authority; and no claims have been filed by any such governments or agencies against CBCS, except where CBT or any other Subsidiary alleging such non-compliancea violation of any such law or regulation which have not been resolved to the satisfaction of such governments or agencies. Each of CBCS, default CBT and the other Subsidiaries holds all of Governmental Authorizations required for the conduct of its business. Neither CBCS, CBT nor any other Subsidiary is subject to any Governmental Order, written agreement or violation would not have and would not reasonably be expected memorandum of understanding with, or is a party to haveany commitment letter or similar undertaking to, individually or is a recipient of any extraordinary supervisory agreement letter from, or has adopted any board resolutions at the request of, any Governmental Authority charged with the supervision or regulation of banks or bank holding companies or engaged in the aggregateinsurance of bank deposits (collectively, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company PermitsBank Regulators”), except where the failure to nor have any of the Company Permits has not had and would not reasonably be expected to haveCBCS, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect CBT or any modificationother Subsidiaries been advised by any Bank Regulator that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, termination directive, written agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter, board resolutions or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectsimilar undertaking.

Compliance with Laws; Permits. The Company (a) Target and each of its Subsidiaries are in compliance with all laws, statutes, ordinances, codes, rules, regulations, decrees, notices, and are not in default under orders of Governmental Authorities (and all Permits) (collectively, “Laws”) applicable to Target or in violation any of any applicable Lawits Subsidiaries and Target Owned Real Estate and Target Leased Real Estate, except where for such instances of non-compliance, default or violation would not have and compliance as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Target Material Adverse Effect. Since January 1No new construction has been commenced at, 2013and no development entitlements been sought for any new construction at, neither any Target Real Estate or Target Leased Real Estate, which would, upon completion, cause there to be a breach in any material respect of the Company nor any representation set forth in the foregoing sentence. Target and each of its Subsidiaries has received any written notice hold all licenses, franchises, development entitlements, grants, permits, certificates (including, without limitation, certificates of occupancy), zoning permits, privileges, immunities, orders, registrations, easements, rights and other approvals, orders and authorizations from any Governmental Entity regarding any violation ofAuthorities (collectively, or failure to comply with“Permits”) necessary for the lawful conduct of their respective businesses, any Lawincluding the current use, occupancy and operation by Target and its Subsidiaries of the Target Owned Real Estate and Target Leased Real Estate, except as where such failures to hold the same would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Target Material Adverse Effect. The Company All Permits held by Target and its Subsidiaries are valid and in full force and effect, no legal or administrative proceeding, claim, suit, action or investigation is pending or, to the Knowledge of Target, threatened, to suspend, cancel or revoke any such Permit, no such Permit shall be affected in any respect by the transactions contemplated hereby, and Target and its Subsidiaries are in possession compliance with the terms of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company such Permits”), except where the failure to have any for such instances of the Company Permits has not had and non-compliance as would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Target Material Adverse Effect. All Company Permits No correctional, rehabilitative, educational, detention or other similar facility (each, a “Facility”) operated or otherwise managed by Target or any of its Subsidiaries is required by any applicable Laws or contracts to which the Target or any of its Subsidiaries are valid parties to comply with the requirements for accreditation by and in full force and effect and are not subject to any administrative the standards of, the American Correctional Association or judicial proceeding that could result in modification, termination or revocation thereofthe Joint Commission on the Accreditation of Health Organizations, except where for such instances of required compliance the failure to be in full force and effect or any modification, termination or revocation thereof has not had and absence of which would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Target Material Adverse Effect.

Compliance with Laws; Permits. (a) During the five (5) years prior to the date of this Agreement, each Heartland Company has complied, and is now complying, with all Laws applicable to it or its business, properties or assets in all material respects. (b) Each Heartland Company has all Permits necessary to conduct its business as now being conducted and in a manner consistent with past practice, and all of such Permits are listed in Section 3.19(b) of the Disclosure Schedules (the “Business Permits”). The Company Business Permits are in full force and each of its Subsidiaries effect, the Heartland Companies are in compliance in all material respects with all such Business Permits, and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry set forth on their businesses as presently conducted (the “Company Permits”), except where the failure to have any Section 3.19(b) of the Company Disclosure Schedules, no consent or other Action is required in order for such Business Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and remain in full force and effect following the Closing. The Heartland Companies have taken all necessary action to maintain each Business Permit and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure all applications required to be filed for renewal of any such Business Permit have been timely filed and all other filings required to have been made with respect to such Business Permits have been duly made on a timely basis. As of the date hereof, no suspension or cancellation of any of the Business Permits is pending or threatened in full force writing, and effect the Heartland Companies are not, and during the five (5) year period prior to the date of this Agreement have not been, in material violation of or in default under any modificationBusiness Permit (and no event has occurred that, termination with notice or revocation thereof has not had and the lapse of time or both, would not reasonably be expected to haveresult in a default or violation in any respect of a Business Permit). No citation has been issued by any Governmental Authority with respect to any Business Permit, individually no Action has been initiated by or in before any Governmental Authority with respect to any Business Permit, and, to the aggregateKnowledge of the Purchased Company, a Company Material Adverse Effectthere is no reasonable basis for any of the foregoing. The Company isTo the Knowledge of the Purchased Company, and each of its Subsidiaries isthere is no (i) present or ongoing investigation, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and review or proceeding by any Person that would not reasonably be expected to haveresult in a claim or notice of violation or non-compliance with, individually or a revocation, non-renewal or a modification of, any such Business Permit in any respect, or (ii) event, omission or condition that would reasonably be expected to result in a notice of violation or non-compliance with, or a revocation, non-renewal or modification or revision of, any such Business Permit in any respect. (c) The Heartland Companies have at all times complied with all applicable Laws with respect to the aggregatebusiness of each Heartland Company regarding anti-corruption and the use of funds for political activity or commercial bribery, including the FCPA. The Heartland Companies have not: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made or promised to make any payment or transfer anything of value, directly or indirectly to any Governmental Authority or official or to any other individual or entity, while knowing that all or part of the payment would be shared with a Governmental Authority or official, individual or entity, for the purpose of securing any improper advantage; (iii) offered or received any illegal discounts, rebates or kickbacks in violation of applicable Laws; or (iv) otherwise made or received any payments or transfers of value that have the purpose or effect of public or commercial bribery, acceptance or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or securing business. No director or officer of any Heartland Company Material Adverse Effectis a Governmental Authority or official or close family member of such a Governmental Authority or official.

Compliance with Laws; Permits. (i) The business and operations of the Company and each of its Subsidiaries are Insurance Companies have been conducted in compliance with all applicable federal, state and are not in default under or in violation local statutes and regulations regulating the business and products of any insurance and all applicable Laworders and directives of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) and market conduct recommendations resulting from market conduct examinations of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) (collectively, "INSURANCE LAWS"), except where the failure to so conduct such non-compliance, default or violation business and operations would not have and would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. Since January 1Notwithstanding the generality of the foregoing, 2013, neither except where the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as do so would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. The , each Company Insurance Company and its Subsidiaries are agents have marketed, sold and issued insurance products in possession of compliance, in all franchisesmaterial respects, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Insurance Laws applicable to the business of such Company Insurance Company and its Subsidiaries in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (A) all applicable prohibitions against "redlining", (B) all applicable requirements relating to ownthe disclosure of the nature of insurance products as policies of insurance and (C) all applicable requirements relating to insurance product projections and illustrations. In addition, lease and operate their properties and assets and (X) there is no pending or, to carry on their businesses as presently conducted (the “Company Permits”)Knowledge of the Company, except where the failure to have threatened charge by any insurance regulatory authority that any of the Company Permits Insurance Companies has not had and would not reasonably be expected violated, nor any pending or, to havethe Knowledge of the Company, threatened investigation by any insurance regulatory authority with respect to possible violations of, any applicable Insurance Laws where such violations would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. All ; (Y) none of the Company Permits are valid and in full force and effect and are not Insurance Companies is subject to any administrative order or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure decree of any insurance regulatory authority relating specifically to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected such Company Insurance Company (as opposed to haveinsurance companies generally) which would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. The ; and (Z) the Company is, and each of its Subsidiaries is, in compliance Insurance Companies have filed all reports required to be filed with any insurance regulatory authority on or before the terms and requirements of such Company Permits, except where date hereof as to which the failure to be in compliance has not had and file such reports would not reasonably be expected to have, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect.

Compliance with Laws; Permits. The Except as set forth in the Company Reports filed prior to the date hereof or on SECTION 4.10 of the Company Disclosure Schedule, the businesses of each of the Company and each of its Subsidiaries have been, and are being, conducted in compliance with all applicable federal, state, local or foreign laws, statutes, ordinances, rules, regulations, judgments, orders, injunctions, decrees, arbitration awards, agency requirements, licenses or permits (including insurance laws and are not in default under or in violation regulations) of any applicable LawGovernmental Entity ("Laws"), and all notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed and were in compliance with such Laws, except where in any such non-compliance, default or violation would not have and would not reasonably be expected to havecase for noncompliance that, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to havehave a Company Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Except as set forth in the Company Reports filed prior to the date hereof or on SECTION 4.10 of the Company Disclosure Schedule and except for routine examinations by state governmental entities charged with supervision of insurance companies ("Insurance Regulators"), no investigation or review by any governmental entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the Responsible Executive Officers of the Company, threatened, nor has any governmental entity indicated an intention to conduct the same, except for those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. No material change is required in the Company's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries are in possession of each has all franchises, grants, authorizationspermits, licenses, permits, easementsfranchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities governmental authorizations, consents and approvals necessary for the Company and to conduct its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses business as presently conducted (except those the “Company Permits”), except where the failure to have any absence of the Company Permits has not had and which would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. All Effect or prevent or materially impair the ability of the Company Permits are valid to consummate the Merger and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. The (i) Except as set forth in the Company Reports filed prior to the date hereof, the businesses of each of the Company and each of its Subsidiaries have been, and are being, conducted in compliance with and are not in default under or in violation of any applicable Lawall Laws, including all Health Benefit Laws (as defined below), except where such non-compliance, default or violation would not have and would not reasonably be expected for any failure to havecomply that, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect. Since January 1Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Stock Option Agreement, 2013, and neither the Company nor any of its Subsidiaries has received any written notice from or communication of any material failure to comply with any such Laws that has not been cured (as evidenced by a written notice to such effect, a copy of which has been provided to Parent) as of the date hereof. Except as set forth in the Company Reports filed prior to the date hereof, no investigation, examination, audit or review by any Governmental Entity regarding with respect to the Company or any violation ofof its Subsidiaries has occurred, or failure is pending or, to comply withthe knowledge of the executive officers of the Company, any Lawthreatened, except as would not reasonably be expected to havefor those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. The Company and each of its Subsidiaries have all permits, licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct their businesses as presently conducted, including those applicable to a health insurance organization ("HMO"), a preferred provider organization ("PPO") or an insurance, reinsurance or third-party administrator business except for those the absence of which would not be reasonably likely to result in a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchisesSince December 31, grants1995, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any no material Subsidiary of the Company Permits has not had and would not reasonably be expected to have, individually any license or in the aggregate, certificate of authority revoked nor has any State denied any of their applications for a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative license or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each certificate of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectauthority.

Compliance with Laws; Permits. (i) The business and operations of the Company and each of its the Company Insurance Subsidiaries are have been conducted in compliance with all applicable statutes, regulations and are not in default under or in violation rules of any jurisdiction of which each is respectively subject regulating the business of insurance and all applicable Laworders and directives of insurance regulatory authorities and market conduct recommendations resulting from market conduct examinations of insurance regulatory authorities (collectively, "Insurance Laws"), except where the failure to so conduct such non-compliance, default or violation would not have business and would not reasonably be expected to haveoperations is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1Notwithstanding the generality of the foregoing, 2013, neither except where the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to havedo so is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. The , each Company Insurance Subsidiary and its Subsidiaries are agents have marketed, sold and issued insurance products in possession compliance, in all respects, with Insurance Laws applicable to the business of such Company Insurance Subsidiary and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (i) all franchisesapplicable published prohibitions against "redlining" or withdrawal of business lines, grants(ii) all applicable published requirements relating to the disclosure of the nature of insurance products as policies of insurance and (iii) all applicable published requirements relating to insurance product projections and illustrations. In addition, authorizations(i) there is no pending or, licensesto the Knowledge of the Company, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under threatened charge by any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have insurance regulatory authority that any of the Company Permits Insurance Subsidiaries has not had and would not reasonably be expected violated, nor any pending or, to havethe Knowledge of the Company, threatened investigation by any insurance regulatory authority with respect to possible violations of, any applicable Insurance Laws where such violations are, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. All ; (ii) none of the Company Permits are valid and in full force and effect and are not Insurance Subsidiaries is subject to any administrative order or judicial proceeding that could result in modification, termination decree of any insurance regulatory authority or revocation thereof, except where the failure limitation of license or restriction to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected conduct its business relating specifically to havesuch Company Insurance Subsidiary which is, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. The ; and (iii) the Company is, and each of its Insurance Subsidiaries is, in compliance have filed all reports required to be filed with any insurance regulatory authority on or before the terms and requirements of such Company Permits, except where date hereof as to which the failure to be in compliance has not had and would not reasonably be expected to havefile such reports is, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. In addition to Insurance Laws, the businesses of each of the Company, its Subsidiaries and Joint Ventures have not been, and are not being, conducted in violation of any federal, state, local or foreign Law, statute, ordinance, rule, regulation, judgment, default under or non-compliance with order, injunction, decree, arbitration award, agency requirement, writ, franchise, variance, exemption, approval, license or permit of any Governmental Entity (collectively with Insurance Laws, "Laws"), except for violations, defaults or non-compliance that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries or Joint Ventures is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. No material change is required in the Company's or any of its Subsidiaries' or any of its Joint Ventures' processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries and Joint Ventures each has all permits, licenses, trademarks, patents, trade names, domain names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as presently conducted except those the absence of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Compliance with Laws; Permits. Except as described in a separate letter that the Buyer acknowledge having received on the date hereof, the Company has not violated or failed to comply with, in any material respect, any law, statute, treaty, ordinance, rule, regulation or policy, domestic or foreign, of any Governmental Authority (collectively, "Laws") to which it or any of its properties or assets is subject. The Company has all federal, state, local and each foreign government licenses, permits, orders, certificates authorizations and approvals of any Governmental Authority (collectively, the "Permits") that are necessary for the conduct of its Subsidiaries business as presently conducted except to the extent the failure to have any such Permit would not materially adversely affect the Condition of the Company; all such Permits are, and as of the Closing will be, in full force and effect; no violations or notices of failure to comply have been issued or recorded in respect of any such Permits; there are in compliance no proceedings pending, or to the knowledge of the Sellers, threatened, to revoke, suspend or limit any such Permit, nor to the knowledge of any Sellers is there any reasonable basis therefor. All applications, reports, notices and other documents required to be filed by the Company with all Governmental Authorities on or before the date hereof have been timely filed and are complete and correct in all material respects as filed or as amended prior to the date hereof, except to the extent the failure to timely make such filings or the incompletion of such filing would not in default under materially adversely affect the Condition of the Company. With respect to any required Permits, applications for which are either pending or in violation contemplated to be made pursuant to the business strategy of the Company, none of the Sellers knows of any applicable Law, except where reason why such non-compliance, default or violation would Permits should not have be approved and would not reasonably be expected to have, individually or in granted by the aggregate, a Company Material Adverse Effectappropriate Governmental Authority. Since January 1, 2013, neither Neither the Company nor any of its Subsidiaries officers or agents has received made any written notice from any Governmental Entity regarding any violation ofillegal or improper payments to, or failure to comply withprovided any illegal or improper inducement for, any Law, except as would not reasonably be expected governmental official or other Person in an attempt to have, individually influence any such Person to take or in to refrain from taking any action relating to the aggregate, a Company Material Adverse EffectCompany. The Company and its Subsidiaries are in possession Part 2.12 of Schedule 1 lists all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any Permits of the Company Permits has not had and would not reasonably be expected to have, individually or in that are required for the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each conduct of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectbusiness.

Compliance with Laws; Permits. The Company At Tenant’s sole cost and each expense, Tenant shall comply with all Applicable Laws applicable or relating to: (1) the Premises and/or Tenant’s use or occupancy of the Premises; (2) the manner or conduct of Tenant’s business or the operation of its Subsidiaries are installations, equipment or other properly; (3) the construction of any alterations or improvements in compliance the Premises; (4) any cause or condition created by or at the request of Tenant; or (5) the breach of any of Tenant’s obligations under this Lease. Tenant’s obligations hereunder to comply with all Applicable Laws shall include the obligation to make any and are all alterations and improvements required in order to comply with Applicable Laws, which work shall be subject to Landlord’s approval, which approval shall not in default be unreasonably withheld and shall be obtained pursuant to the procedures for Alterations. Without limiting the generality of the foregoing, Xxxxxx specifically agrees that Tenant shall be solely responsible for ensuring that the Premises, and its use and occupancy of the Premises and Property, complies with all Accessibility Laws. Tenant’s obligation to comply with Applicable Laws shall include, without limitation, the responsibility of Tenant to make substantial or structural repairs and alterations to the Premises regardless of, among other factors, the relationship of the cost of curative action to the rent payable under this Lease, the length of the then remaining Term of this Lease, the relative benefit of the repairs to Landlord or in Tenant, the degree to which the curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular Applicable Law involved, and whether the Applicable Law involved is related to Tenant’s Permitted Use. Tenant shall give Landlord prompt written notice of any notice that Xxxxxx receives of any violation of any applicable LawApplicable Law relating to the Premises or Tenant’s use thereof. Tenant shall not apply for any permit, except where such non-compliancevariance or other similar matter, default nor seek a modification of any permit, use designation or violation would not have and would not reasonably zoning matter, without Landlord’s prior written consent, which may be expected to have, individually or withheld in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectLandlord’s sole discretion.

Compliance with Laws; Permits. The Company Each Seller Party has been and each of its Subsidiaries are is in compliance in all material respects with and all applicable Laws. Set forth on Schedule 3.15 are not in default under all governmental or in violation of any applicable Lawother industry permits, except where such non-complianceregistrations, default or violation would not have and would not reasonably be expected to havecertificates, individually or in the aggregatecertifications, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizationsexemptions, licenses, permits, easements, variances, exceptionsfranchises, consents, certificates, approvals, clearances, permissions, qualifications approvals and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities authorizations (“Permits”) necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses conduct of the Business as presently conducted (the “Company Permits”)conducted, except where the failure to have any each of the Company Permits has not had which Seller Parties validly possess and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and is in full force and effect effect. Except as set forth on Schedule 3.15, each of the Permits listed on Schedule 3.15 is and are not subject will be included in the Acquired Assets and validly transferred to Xxxxx’x Buyer at the Closing so as to allow Xxxxx’x Buyer after the Closing Date to continue to operate, without interruption, the Business operated by Seller Parties immediately prior to the Closing. Except as set forth in Schedule 3.15, no notice, citation, summons or order has been issued, no complaint has been filed and served, no penalty has been assessed and notice thereof given, and no investigation or review is pending or, to the knowledge of any Seller Party, threatened with respect to any administrative Seller Party, by any Authority with respect to any alleged (a) violation in any material respect by any Seller Party of any Law, or judicial proceeding that could result (b) failure by any Seller Party to have any Permit required in modificationconnection with the conduct of the Business. Without limiting the foregoing, termination each Seller Party is in material compliance with all applicable Data Security Requirements. No written notices, claims, charges or revocation thereofcomplains have been received by any Seller Party since December 31, except where 2015 from any governmental authority or other Person relating to or alleging any actual or alleged violation by any Seller Party of, or actual or alleged liability or misconduct under, any Data Security Requirements. Since December 31, 2015, there has not been, to the failure to be in full force and effect knowledge of any Seller Party any actual or alleged incidents of data security breaches concerning any IT Systems, any unauthorized access to, use or encryption of Personal Information, Business Data or any modificationIT Systems, termination or revocation thereof has not had and would not reasonably be expected to haveany unauthorized acquisition, individually destruction, damage, disclosure, loss, corruption, alteration or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements use of such Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually Personal Information or in the aggregate, a Company Material Adverse EffectBusiness Data.

Compliance with Laws; Permits. The Company and each None of its Subsidiaries are in compliance the Companies has violated or failed to comply with and are not in default under any statute, law, ordinance, rule, regulation or in violation policy of any applicable LawGovernmental Authority (collectively, except where such non-compliance, default "Laws") to which it or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, properties or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Company Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Company Permits”)is subject, except where the failure to have any of the Company Permits has not had and would so comply could not reasonably be expected to havehave a material adverse effect on the Condition of any of the Companies. Each of the Companies has all permits, individually or in licenses, orders, certificates, authorizations and approvals of any Governmental Authority (collectively, the aggregate, a Company Material Adverse Effect"Permits") that are material to the conduct of its business as presently conducted and as proposed to be conducted consistent with the Business Plan. All Company such Permits are valid and in full force and effect effect, and to the best knowledge of the Company no violations or notices of failure to comply have been issued or recorded in respect of any such Permits. None of the Companies has any knowledge of any reason why such Permits may be revoked or suspended. All applications, reports, notices and other documents required to be filed by the Companies with all Governmental Authorities have been timely filed and are not subject complete and correct in all material respects as filed or as amended prior to any administrative or judicial proceeding that could result in modification, termination or revocation thereofthe date hereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would so file could not reasonably be expected to have, individually or in have a material adverse effect on the aggregate, a Company Material Adverse EffectCondition of any of the Companies. The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Company With respect to any required Permits, except where the failure applications for which are either pending or contemplated to be made pursuant to the business strategy of the Companies, the Company does not know of any reason why such Permits should not be approved and granted by the appropriate Governmental Authority. None of the Companies nor, to the best knowledge of the Company, any of their respective officers or agents has made any illegal or improper payments to, or provided any illegal or improper inducement for, any governmental official or other Person in compliance an attempt to influence any such Person to take or to refrain from taking any action relating to any of the Companies. After due inquiry, the Company has not had and would not reasonably be expected to have, individually or in no knowledge that during the aggregate, a Company Material Adverse Effect.past five