Common use of Compliance with Laws; Permits Clause in Contracts

Compliance with Laws; Permits. Parent 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 Parent Material Adverse Effect. Since January 1, 2013, neither Parent 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 Parent Material Adverse Effect. Parent 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 Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”), except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent 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 Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse Effect.

Compliance with Laws; Permits. Since January 1, 2001, the businesses of each of Parent 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 LawLaws, 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 Parent Material Adverse EffectEffect or prevent or materially impair the ability of Parent or Merger Sub 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 Parent or any of its Subsidiaries is pending or, neither to the Knowledge of Parent, 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 Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Parent 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 Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Neither Parent 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 Parent Material Adverse Effect. Parent 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 Parent Specified Contract with all Governmental Entities, and which would have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”), except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent 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 Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse Effect.

Compliance with Laws; Permits. Except as set forth in the Parent ----------------------------- Reports filed prior to the date hereof, the businesses of each of Parent 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 LawLaws, 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 Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Since January 1, 2013, neither Parent nor No material change is required in Parent's or any of its Subsidiaries Subsidiaries' processes, properties or procedures in connection with any such Laws, and Parent has not received any written notice from or communication of any Governmental Entity regarding material noncompliance with any violation ofsuch Laws that has not been cured as of the date hereof. Parent and its Subsidiaries each has all permits, or failure licenses, trademarks, patents, trade names, copyrights, service marks, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to comply with, any Law, conduct its business as presently conducted except as would not reasonably be expected to havethose the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect. Effect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the Merger 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 Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and the other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”), except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent 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 Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse Effecttransactions contemplated by this Agreement.

Compliance with Laws; Permits. The businesses of each of Parent 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 LawLaws, 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 Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Since January 1, 2013, neither No investigation or review by any Governmental Entity with respect to Parent nor or any of its Subsidiaries is pending or, to the knowledge of the officers of Parent, threatened, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated an intention to comply with, any Lawconduct the same, 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 Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. To the knowledge of the officers of Parent, no material change is required in Parent's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and Parent 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. Parent 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 Parent 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 Parent 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 “Parent Permits”), except where the failure to have any absence of the Parent Permits has not had and would not reasonably be expected to havewhich are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect. All Effect or prevent or materially burden or materially impair the ability of Parent Permits are valid or Merger Sub 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 Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. Parent and Except as set forth in the Company ----------------------------- Reports filed prior to the date hereof, the businesses of each of the Company and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable LawU.S. Federal, state or local or other 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-compliancefor violations or possible violations that, default individually or violation would not have and would in ---- the aggregate, are not reasonably be expected likely to havehave 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 officers of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same. To the knowledge of the 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, 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 Parent Company Material Adverse Effect. Since January 1, 2013, neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, Effect or failure to comply with, any Law, except as would not reasonably be expected to have, individually prevent or in materially burden or materially impair the aggregate, a Parent Material Adverse Effect. Parent 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 Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”), except where the failure to have any ability of the Parent Permits has not had Company to consummate the Merger and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent 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 Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. Except as disclosed in the Parent Reports filed with or furnished to the SEC prior to the date hereof, the businesses of each of Parent and each of its Subsidiaries are in compliance with and are not in default under or being conducted in violation of any applicable LawLaws, 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 Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement and the Arrangement. Since January 1, 2013, neither Except as disclosed in the Parent nor 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 Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement and the Arrangement, no investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or, to the knowledge of Parent, threatened, nor has any Governmental Entity indicated an intention to Parent or any of its Subsidiaries to conduct the same. To the knowledge of Parent, no material change is required in Parent’s or any of its Subsidiaries’ processes, properties or procedures in connection with any Law, and Parent has not received any notice or communication of any material noncompliance with any Law that has not been cured as of the date hereof. Parent 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 Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent 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 “Parent Permits”)) necessary to conduct its business in all material respects as presently conducted, except where the failure to have any of the such Parent 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 Parent Material Adverse Effect. All Effect or prevent, materially delay or materially impair the ability of Parent 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 Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse EffectArrangement.

Compliance with Laws; Permits. Parent Since January 1, 2013, Ultimate Parent, Parent, US Parent, Merger Sub and each of its their Subsidiaries are and have been in compliance with and are not and have not been in default under or in violation of any applicable Law, except except, in each case, where such non-compliancenoncompliance, default or violation would not have and would not reasonably be expected to haveprevent, individually materially delay or in impair the aggregateability of Ultimate Parent, a Parent, US Parent Material Adverse Effector Merger Sub to consummate the Merger or comply with their respective obligations under this Agreement. Since January 1, 2013, neither Parent nor any none of its Ultimate Parent, Parent, US Parent, Merger Sub or their 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 haveprevent, individually materially delay or in impair the aggregateability of Ultimate Parent, a Parent, US Parent Material Adverse Effector Merger Sub to consummate the Merger or comply with their respective obligations under this Agreement. Parent Ultimate Parent, Parent, US Parent, Merger Sub and its their 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 Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”), except where the failure to have any of the Parent Permits has not had and as would not reasonably be expected to haveprevent, individually materially delay or in impair the aggregateability of Ultimate Parent, a Parent, US Parent Material Adverse Effector Merger Sub to consummate the Merger or comply with their respective obligations under this Agreement. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could would reasonably be expected to 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 haveprevent, individually materially delay or in impair the aggregateability of Ultimate Parent, a Parent, US Parent Material Adverse Effector Merger Sub to consummate the Merger or comply with their respective obligations under this Agreement. Since January 1, 2013, Ultimate Parent, Parent, US Parent is, and each of its Subsidiaries is, Merger Sub are and have been in compliance with the terms and requirements of such Parent Permits, except where the failure to be in compliance has not had and would not reasonably be expected to haveprevent, individually materially delay or in impair the aggregateability of Ultimate Parent, a Parent, US Parent Material Adverse Effector Merger Sub to consummate the Merger or comply with their respective obligations under this Agreement.

Compliance with Laws; Permits. Parent (a) Crompton and each of its Subsidiaries are in compliance with and are not in default under all Laws applicable to Crompton or any of its Subsidiaries, any of their respective properties or other assets or any of their respective businesses or operations, except for instances of noncompliance or possible noncompliance that, individually or in violation of any applicable Lawthe aggregate, except where such non-compliance, default or violation would have not have had and would not reasonably be expected to havehave a Crompton Material Adverse Effect. Since December 31, 2003, neither Crompton nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority claimed or alleged that Crompton or any of its Subsidiaries was not in compliance with all Laws applicable to Crompton or any of its Subsidiaries, any of their respective properties or other assets or any of their respective businesses or operations, except for instances of noncompliance or possible noncompliance that, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2013, neither Parent 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 have not had and would not reasonably be expected to havehave a Crompton Material Adverse Effect. Crompton and each of its Subsidiaries hold or have in effect all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Laws, Environmental Laws or Governmental Authorities to be obtained, in each case necessary for the lawful conduct of their respective businesses (collectively, "Crompton Permits"), except for such Crompton Permits the failure of which to hold or have in effect, individually or in the aggregate, a Parent Material Adverse Effect. Parent 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 Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”), except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to havehave a Crompton Material Adverse Effect, and there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Crompton Permit, except for violations, defaults or events that, individually or in the aggregate, a Parent Material Adverse Effect. All Parent 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 have not had and would not reasonably be expected to havehave a Crompton Material Adverse Effect. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Crompton Permit, except for such revocations or cancellations that, individually or in the aggregate, a Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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, have a Parent Crompton Material Adverse Effect.

Compliance with Laws; Permits. Except as would not have a Parent Material Adverse Effect, (a) each of Parent and each of its Subsidiaries are is and has been since June 1, 2012 in compliance with and are not in default under or in violation of any Applicable Law applicable to Parent or such Subsidiary or Contract to which a Governmental Authority (other than in its capacity as a customer of Parent or any of its Subsidiaries or otherwise in its capacity as a commercial actor) and Parent or such Subsidiary is a party or by which any of the assets or properties of Parent or any of its Subsidiaries is bound or Permit that is held by Parent or any of its Subsidiaries that is material to Parent and its Subsidiaries, taken as a whole (a “Parent Material Permit”) and (b) since June 1, 2012 through the date of this Agreement, none of Parent or any of its Subsidiaries has received written notice alleging any violations of any Applicable Law, Parent Material Permit or Contract with a Governmental Authority (other than in its capacity as a customer of Parent or any of its Subsidiaries or otherwise in its capacity as a commercial actor) applicable to Parent or any such Subsidiary or by which any of their respective assets or properties are bound. Each of Parent and its Subsidiaries holds all Parent Material Permits and all such Permits are valid and in full force and effect, except where for such non-compliance, default Parent Material Permits the failure of which to hold or violation to be valid or in full force and effect would not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January June 1, 20132012 through the date of this Agreement, neither none of Parent nor or any of its Subsidiaries has received any written notice from of any Proceeding before any Governmental Entity regarding Authority threatening the validity, revocation, withdrawal, suspension, cancellation or modification of such Parent Material Permits, and no such Proceeding before any violation ofGovernmental Authority is pending or to the Knowledge of Parent, threatened against Parent or failure to comply with, any Lawof its Subsidiaries, except as for such Parent Material Permits that if invalid, revoked, withdrawn, suspended, cancelled or modified would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Parent and its Subsidiaries are Notwithstanding anything contained in possession of all franchisesthis Section 6.9, 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 Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries no representation or warranty shall be deemed to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”), except where the failure to have any be made in this Section 6.9 in respect of the Parent Permits has not had and would not reasonably be expected to havematters referenced in Section 6.11, individually Section 6.15, or Section 6.17, or in the aggregate, a Parent Material Adverse Effect. All Parent 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 Parent Material Adverse Effect. Parent is, and each respect of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse EffectTax law matters.

Compliance with Laws; Permits. Parent (a) The Company and each of its Subsidiaries Company Subsidiary have complied and are in compliance with all laws, rules and are not in default under regulations, ordinances, judgments, decrees, orders, writs and injunctions of all federal, state, local and foreign governments and agencies thereof (collectively “Laws”), which affect the business, properties or in violation assets of the Company and each Company Subsidiary, 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 Parent Material Adverse Effect. Since January 1, 2013, neither Parent 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 Parent Material Adverse Effect. Parent and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, operating certificates, approvalscommon carrier obligations, clearancesairworthiness directives (“ADs”), permissionsFederal Aviation Regulations (“FARs”) or any other rules, qualifications and registrations and orders regulations, directives or policies of all Governmental Entities, and all rights under any Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted the Federal Aviation Administration (the “Parent PermitsFAA”), the Department of Transportation (the “DOT”), the Federal Communications Commission (the “FCC”), the Department of Defense (the “DOD”), the Department of Homeland Security (the “DHS”), the Federal Transportation Safety Administration (the “TSA”), the Air Transportation Stabilization Board (“ATSB”) or any other Governmental Entity, except where the failure to for instances of possible noncompliance that have any of the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to No notice, charge or assertion has been received by the Company or any administrative Company Subsidiary or judicial proceeding that could result in modification, termination threatened against the Company or revocation thereofany Company Subsidiary alleging any violation of any of the foregoing, except where the failure to be in full force and effect or any modification, termination or revocation thereof has for instances of possible noncompliance that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent isAll licenses, authorizations, consents, permits, and each of its Subsidiaries is, approvals required under such Laws are in compliance with the terms full force and requirements of such Parent Permits, effect except where the failure to be in compliance has full force and effect have not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. No material investigation or review or civil penalty claims by the FAA, the TSA, any customs agency or any other Governmental Entity with respect to the Company or any of the Company Subsidiaries is pending or, to the Company’s knowledge, threatened, nor has the FAA, the TSA, any customs agency or any other Governmental Entity indicated an intention to conduct the same.

Compliance with Laws; Permits. Parent 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 Parent Material Adverse Effect. (a) Since January 1, 20132015, neither Parent the Business has been and is being conducted in compliance in all material respects with all applicable federal, state, local or foreign law, statutes or ordinances, common law, or any rule, regulation, judgment, order, writ, injunction, decree, arbitration award, license or permit of any Governmental Entity (collectively, “Laws”). No Action by any Governmental Entity with respect to the Business is pending or, to the Knowledge of Seller, threatened, nor has any Governmental Entity threatened to conduct the same. No material change is required in Seller’s or any of its Subsidiaries’ processes, properties or procedures to comply with any such Laws; and none of Seller or any of its Subsidiaries has received any written notice from of any Governmental Entity regarding material noncompliance with any violation ofsuch Laws that has not, or failure to comply withthe Knowledge of Seller, any Law, except been cured as would not reasonably be expected to have, individually or in of the aggregate, a Parent Material Adverse Effectdate of this Agreement. Parent Seller and each of its Subsidiaries are has obtained and is in possession of compliance with all franchises, grants, authorizationspermits, licenses, permitscertifications, easementsapprovals, variances, exceptionsregistrations, consents, certificatesauthorizations (including marketing authorizations, pre-market approvals, clearances, permissionsCE Marking, qualifications and registrations investigational new drug application (as set forth in 21 C.F.R. Part 312), investigational device exemption (as set forth in 21 C.F.R. Part 812)), franchises, variances, exemptions and orders of all issued or granted by a Governmental EntitiesEntity or any Notified Bodies, and all rights under any Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted applicable in the jurisdiction concerned (the collectively “Parent Permits”), except where necessary to conduct the failure Business as currently conducted. A list of each material Permit with respect to have any the Business is set forth on Section 4.9(a) of the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectSeller Disclosure Letter. All Parent Permits are valid and in full force and effect and are not subject to any administrative except for suspensions, cancellations, delays in filing reports 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 violations which would not reasonably be expected to havenot, individually or in the aggregate, have or be reasonably expected to have a Parent Material Adverse Effect. Parent isNo notification to, or consent from any Governmental Entity is required in order for the Permits to remain in full force and each of its Subsidiaries is, in compliance with effect immediately following the terms and requirements of such Parent 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 Parent Material Adverse EffectClosing.

Compliance with Laws; Permits. Parent IMC and each of its Subsidiaries are is in compliance with and are not in default under all Laws applicable to it, its properties or other assets or its businesses or operations, except for instances of noncompliance or possible noncompliance that individually or in violation of any applicable Law, except where such non-compliance, default the aggregate have not had or violation would not have and would not reasonably be expected to havehave an IMC Material Adverse Effect. None of IMC or any of its Subsidiaries has received, since December 31, 2001, a written notice alleging or relating to a possible violation of any Laws applicable to its businesses or operations which violation or violations would, individually or in the aggregate, a Parent have an IMC Material Adverse Effect. Since January 1, 2013, neither Parent 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 Parent Material Adverse Effect. Parent IMC and its Subsidiaries are have in possession of effect 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 Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities material Permits (including Environmental Permits) necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted now conducted, and there has occurred no violation of or default (the “Parent Permits”)with or without notice or lapse of time or both) under any such Permit, except where for violations or defaults that individually or in the failure to aggregate have any of the Parent Permits has not had and would not reasonably be expected to havehave an IMC Material Adverse Effect. There is no event which has occurred that, to the knowledge of IMC, would reasonably be expected to result in the revocation, cancellation, non-renewal or adverse modification of any such Permit, other than such revocations, cancellations, non-renewals or modifications that individually or in the aggregate, a Parent Material Adverse Effect. All Parent 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 aggregate would not reasonably be expected to havehave an IMC Material Adverse Effect. The Transactions, in and of themselves, would not cause the revocation, cancellation, non-renewal or adverse modification of any such Permits that individually or in the aggregate, a Parent aggregate would reasonably be expected to have an IMC Material Adverse Effect. Parent is, IMC and each of its Subsidiaries isofficers and directors are in compliance, and have complied, in compliance all material respects with (i) the terms applicable provisions of the Xxxxxxxx-Xxxxx Act and requirements (ii) the applicable listing and corporate governance rules and regulations of such Parent 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 Parent Material Adverse EffectNYSE.

Compliance with Laws; Permits. Except as set forth in the Parent Reports filed prior to the date hereof, the businesses of each of the Parent 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 Law, 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 Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of the Parent to consummate the transactions contemplated by this Agreement. Since January 1Except as set forth in the Parent Reports filed prior to the date hereof, 2013, neither no investigation or review by any Governmental Entity with respect to Parent nor or any of its Subsidiaries is pending or, to the knowledge of the officers of the Parent, threatened, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated an intention to comply with, any Lawconduct the same, 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 Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement. To the knowledge of the officers of Parent, no material change is required in Parent's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and Parent 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. Parent 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 Parent 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 Parent 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 “Parent Permits”), except where the failure to have any absence of the Parent Permits has not had and would not reasonably be expected to havewhich are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect. All Effect or prevent or materially burden or materially impair the ability of Parent Permits are valid to consummate the Amalgamation 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 Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. (a) Parent and each of its the Parent Subsidiaries are and have been since December 31, 2015 in compliance with and are not in default under or in violation of any Laws (including Environmental Laws) applicable Lawto Parent, such Subsidiaries or any of their respective properties or assets, 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 Parent Material Adverse Effect. Since January 1, 2013, neither Parent 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 Parent Material Adverse Effect. Parent 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 Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”), except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Notwithstanding anything to the contrary in this Section 5.9(a), the provisions of this Section 5.9(a) shall not apply to matters addressed in Section 5.9(c) and Section 5.14. (b) Parent Permits and the Parent Subsidiaries are valid and since December 31, 2015 have been in full force possession of all grants, authorizations, licenses, permits, exceptions, consents, certificates, approvals, registrations, clearances and effect and are not subject orders of any Governmental Entity and/or Program Lender or pursuant to any administrative applicable Law necessary for Parent and the Parent Subsidiaries to own, lease and operate their properties and assets or judicial proceeding that could result in modification, termination or revocation thereofto carry on their businesses as they are now being conducted (the “Parent Permits”), except where the failure to have any of the Parent Permits would not reasonably be expected to have, individually or in full force and effect or any modificationthe aggregate, termination or revocation thereof a Parent Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. , all Parent isPermits are in full force and effect, and each no default (with or without notice, lapse of its Subsidiaries is, in compliance with the terms and requirements of time or both) has occurred under any such Parent PermitsPermit and none of Parent or any Parent Subsidiary has received any written notice from any Governmental Entity threatening to suspend, except where the failure to be in compliance has not had and would not reasonably be expected to haverevoke, individually withdraw or in the aggregate, a modify any such Parent Material Adverse EffectPermit.

Compliance with Laws; Permits. Except as set forth in the Parent Reports filed prior to the date hereof, the businesses of each of Parent 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, 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 Parent Material Adverse Effect. Since January 1Effect or prevent or materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement and the Stock Option Agreement, 2013, and neither Parent 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 Company) as of the date hereof. Except as set forth in the Parent Reports filed prior to the date hereof, no investigation, examination, audit or review by any Governmental Entity regarding with respect to Parent or any violation ofof its Subsidiaries has occurred, or failure is pending or, to comply withthe knowledge of the executive officers of Parent, 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 Parent Material Adverse Effect or prevent or materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement. Parent 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 each HMO, PPO or insurance, reinsurance or third-party administrator business except for those the absence of which would not be reasonably likely to result in a Parent Material Adverse Effect. Since December 31, 1995, no material Subsidiary of Parent and its Subsidiaries are in possession has had any material license or material certificate 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 authority revoked nor has any Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”), except where the failure to have State denied any of the Parent Permits has not had and would not reasonably be expected to have, individually their applications for a license or in the aggregate, a Parent Material Adverse Effect. All Parent 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 Parent Material Adverse Effect. Parent is, and each certificate of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse Effectauthority.

Compliance with Laws; Permits. Except as would not have a Parent Material Adverse Effect, each of Parent and each of its Subsidiaries are is and has been since January 1, 2013 in compliance with and are not in default under or in violation of any Applicable Law applicable to Parent or such Subsidiary or Contract to which a Governmental Authority (other than in its capacity as a customer of Parent or any of its Subsidiaries or otherwise in its capacity as a commercial actor) and Parent or such Subsidiary is a party or by which any of the assets or properties of Parent or any of its Subsidiaries is bound or Permit that is held by Parent or any of its Subsidiaries that is material to Parent and its Subsidiaries, taken as a whole (a “Parent Material Permit”) and (b) since January 1, 2013, none of Parent or any of its Subsidiaries has received written notice alleging any violations of any Applicable Law, Parent Material Permit or Contract with a Governmental Authority (other than in its capacity as a customer of Parent or any of its Subsidiaries or otherwise in its capacity as a commercial actor) applicable to Parent or any such Subsidiary or by which any of their respective assets or properties are bound. Each of Parent and its Subsidiaries holds all Parent Material Permits and all such Permits are valid and in full force and effect, except where for such non-compliance, default Parent Material Permits the failure of which to hold or violation to be valid or in full force and effect would not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 20132013 through the date of this Agreement, neither none of Parent nor or any of its Subsidiaries has received any written notice from of any Proceeding before any Governmental Entity regarding any violation ofAuthority threatening the validity, revocation, withdrawal, suspension, cancellation or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, modification of a Parent Material Adverse Effect. Parent 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 EntitiesPermit, and all rights under no such Proceeding before any Governmental Authority is pending or to the Knowledge of Parent, threatened against Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and or any of its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”)Subsidiaries, except where the failure to have any of the for such Parent Material Permits has not had and that if invalid, revoked, withdrawn, suspended, cancelled or modified would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent 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 Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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, have a Parent Material Adverse Effect.

Compliance with Laws; Permits. Except as set forth in the Parent Reports filed prior to the date hereof or on SECTION 5.9 of the Parent Disclosure Schedule, the businesses of each of Parent 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 LawLaws, 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, do not or would not be reasonably likely to have a Parent Material Adverse EffectEffect or prevent or materially impair the ability of Parent or Merger Subsidiary to consummate the transactions contemplated by this Agreement. Since January 1Except as set forth in the Parent Reports filed prior to the date hereof or on SECTION 5.9 of the Parent Disclosure Schedule, 2013, neither no investigation or review by any governmental entity with respect to Parent nor or any of its Subsidiaries is pending or, to the knowledge of the Responsible Executive Officers of Parent, threatened, nor has received any written notice from any Governmental Entity regarding any violation of, or failure governmental entity overtly indicated to comply with, any Lawthe Company an intention to conduct the same, except as for those the outcome would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse EffectEffect or prevent or materially impair the ability of Parent or Merger Subsidiary to consummate the transactions contemplated by this Agreement. Parent and its Subsidiaries are in possession of each has all franchises, grants, authorizationspermits, licenses, permitstrademarks, easementspatents, trade names, copyrights, service marks, franchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Parent 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 Parent 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 “Parent Permits”)absence of which do not, except where the failure to have any of the Parent Permits has not had and or would not be reasonably be expected to havelikely to, individually or in the aggregate, have a Parent Material Adverse Effect. All Effect or prevent or materially impair the ability of Parent Permits are valid or Merger Subsidiary 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 Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. Parent and each The businesses of its the Transferred 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 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 Parent Transferred Subsidiary Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of Western to consummate the transactions contemplated by this Agreement. Since January 1, 2013, neither Parent nor any of its Subsidiaries has received any written notice from No investigation or review by any Governmental Entity regarding with respect to any violation ofTransferred Subsidiary is pending or, or failure to comply withthe knowledge of Western, threatened, nor has any LawGovernmental Entity indicated an intention to conduct the same, 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 Parent Transferred Subsidiary Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of Western to consummate the transactions contemplated by this Agreement. Parent No material change is required in any Transferred Subsidiary's processes, properties or procedures in connection with any such Laws, and its Subsidiaries are in possession no Transferred Subsidiary has received any notice or communication of any material noncompliance with any such Laws that has not been cured. Each Transferred Subsidiary 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 Parent 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 Parent 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 “Parent Permits”), except where the failure to have any absence of the Parent Permits has not had and would not reasonably be expected to havewhich are not, individually or in the aggregate, reasonably likely to have a Parent Transferred Subsidiary Material Adverse Effect. All Parent Permits are valid Effect or prevent or materially burden or materially impair the ability of Western to consummate the Share Issuance 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 Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. Parent and The businesses of each of its Subsidiaries are in compliance with the Contributed Systems Entities and the Contributed Entities 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, franchise, license or permit 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 Parent Contributed Systems Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of the Company to consummate the Contribution and the other transactions contemplated by this Agreement. Since January 1, 2013, neither Parent nor any of its Subsidiaries has received any written notice from No investigation or review by any Governmental Entity regarding with respect to any violation ofof the Contributed Entities or the Contributed Systems is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct such investigation or failure to comply with, review except any Law, except as would not reasonably be expected to haveinvestigations or reviews that are not, individually or in the aggregate, reasonably likely to have a Parent Contributed Systems Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of the Company to consummate the Contribution and the other transactions contemplated by this Agreement. Parent and its Subsidiaries are To the knowledge of the Company, no material change is required 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 Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”), except where the failure to have any of the Parent Permits Contributed Systems' processes, properties or procedures in connection with any such Laws, and none of the Company, the Contributed Entities or the Contributed Systems has received any notice or communication of any noncompliance with any such Laws that has not had and would not reasonably be expected to havebeen cured as of the date hereof except for such noncompliance that is not, individually or in the aggregate, reasonably likely to have a Parent Contributed Systems Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of the Company to consummate the Contribution and the other transactions contemplated by this Agreement. All Parent Permits are valid Each of the Contributed Entities and in full force the Contributed Systems has all permits, licenses, franchises, variances, exemptions, orders and effect other governmental authorizations, consents and are not subject approvals necessary to any administrative or judicial proceeding that could result in modification, termination or revocation thereofconduct the businesses of its respective Contributed Systems as presently conducted, except where those 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 haveabsence of which are not, individually or in the aggregate, reasonably likely to have a Parent Contributed Systems Material Adverse Effect. Parent is, Effect or prevent or materially burden or materially impair the ability of the Company to consummate the Contribution and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. Except as set forth in the Parent Reports filed prior to the date hereof, the businesses of each of Parent 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 LawLaws, 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 Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Since January 1Except as set forth in the Parent Reports filed prior to the date hereof, 2013, neither no investigation or review (other than review by the SEC of Parent's shelf registration statement) by any Governmental Entity with respect to Parent nor or any of its Subsidiaries is pending or, to the knowledge of the executive officers of Parent, threatened, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated an intention to comply with, any Lawconduct the same, 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 Parent Company Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. To the knowledge of the executive officers of Parent, no material change is required in Parent's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and Parent 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. Parent and its Subsidiaries are in possession of each has all franchises, grants, authorizationspermits, licenses, permitstrademarks, easementspatents, trade names, copyrights, service marks, franchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Parent 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 Parent 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 “Parent Permits”), except where the failure to have any absence of the Parent Permits has not had and would not reasonably be expected to havewhich are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect. All Effect or prevent or materially burden or materially impair the ability of Parent 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 Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse Effect.Merger Sub to

Compliance with Laws; Permits. Parent and Except as set forth in the Company Reports filed prior to the date hereof, the businesses of each of the Company and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Lawmultinational, federal, regional, state, local or other 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 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 Parent Company Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Since January 1Except as set forth in the Company Reports filed prior to the date hereof, 2013, neither Parent nor 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 officers of the Company, threatened, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated an intention to comply with, any Lawconduct the same, 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 Parent Company Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Parent To the knowledge of the 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 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 Parent 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 Parent 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 “Parent Permits”), except where the failure to have any absence of the Parent Permits has not had and would not reasonably be expected to havewhich are not, individually or in the aggregate, reasonably likely to have a Parent Company Material Adverse Effect. All Parent Permits are valid Effect or prevent or materially burden or materially impair the ability of the Company to consummate the Amalgamation 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 Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. Except as set forth in the Parent Reports filed prior to the date hereof or on SECTION 5.10. of the Parent Disclosure Schedule, the businesses of each of Parent and each of its Subsidiaries have been, and are being, conducted in compliance with all applicable Laws, and are not all notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed and were in default under or in violation of any applicable Lawcompliance 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 Parent Material Adverse Effect. Since January 1, 2013, neither Parent 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 Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Subsidiary to consummate the transactions contemplated by this Agreement. Except as set forth in the Parent Reports filed prior to the date hereof or on SECTION 5.10. of the Parent Disclosure Schedule and except for routine examinations by State Regulators, no investigation or review by any governmental entity with respect to Parent or any of its Subsidiaries is pending or, to the knowledge of the Responsible Executive Officers of Parent, threatened, nor has any governmental entity indicated an intention to conduct the same, except for those the outcome would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect or prevent or materially impair the ability of Parent or Merger Subsidiary to consummate the transactions contemplated by this Agreement. No material change is required in Parent's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and Parent 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. Parent and its Subsidiaries are in possession of each has all franchises, grants, authorizationspermits, licenses, permitstrademarks, easementspatents, trade names, copyrights, service marks, franchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Parent 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 Parent 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 “Parent Permits”), except where the failure to have any absence of the Parent Permits has not had and which would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect. All Effect or prevent or materially impair the ability of Parent Permits are valid or Merger Subsidiary 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 Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. Parent and Except as set forth in the Axalto Reports filed prior to the date hereof, the businesses of each of Axalto and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Law, 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, a Parent have an Axalto Material Adverse EffectEffect or prevent or materially delay or materially impair the ability of Axalto to consummate the transactions contemplated by this Combination Agreement to which it will be a party. Since January 1Except as set forth in the Axalto Reports filed prior to the date hereof, 2013, neither Parent nor no investigation or review by any Governmental Entity with respect to Axalto or any of its Subsidiaries is pending or, to the Knowledge of the Axalto Executive Officers, threatened in a formal writing, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated to comply with, any LawAxalto 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, a Parent have an Axalto Material Adverse EffectEffect or prevent or materially delay or materially impair the ability of Axalto to consummate the transactions contemplated by this Combination Agreement to which it will be a party. Parent and To the knowledge of the Axalto Executive Officers, no material change is required in Axalto'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 Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”)such Laws, except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to havethose that, individually or in the aggregate, a Parent would not have an Axalto Material Adverse Effect. All Parent 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 Axalto 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. Axalto 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, a Parent have an Axalto Material Adverse Effect. Parent is, and each Effect or prevent or materially delay or materially impair the ability of its Subsidiaries is, in compliance with Axalto to consummate the terms and requirements of such Parent Permits, except where the failure transactions contemplated by this Combination 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 Parent Material Adverse Effectparty.

Compliance with Laws; Permits. Except as set forth in the Parent Reports filed prior to the date hereof or on Section 5.10. of the Parent Disclosure Schedule, the businesses of each of Parent and each of its Subsidiaries have been, and are being, conducted in compliance with all applicable Laws, and are not all notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed and were in default under or in violation of any applicable Lawcompliance 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 Parent Material Adverse Effect. Since January 1, 2013, neither Parent 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 Parent Material Adverse Effect or prevent or materially impair the ability of Parent or Merger Subsidiary to consummate the transactions contemplated by this Agreement. Except as set forth in the Parent Reports filed prior to the date hereof or on Section 5.10. of the Parent Disclosure Schedule and except for routine examinations by State Regulators, no investigation or review by any governmental entity with respect to Parent or any of its Subsidiaries is pending or, to the knowledge of the Responsible Executive Officers of Parent, threatened, nor has any governmental entity indicated an intention to conduct the same, except for those the outcome would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect or prevent or materially impair the ability of Parent or Merger Subsidiary to consummate the transactions contemplated by this Agreement. No material change is required in Parent's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and Parent 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. Parent and its Subsidiaries are in possession of each has all franchises, grants, authorizationspermits, licenses, permitstrademarks, easementspatents, trade names, copyrights, service marks, franchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Parent 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 Parent 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 “Parent Permits”), except where the failure to have any absence of the Parent Permits has not had and which would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect. All Effect or prevent or materially impair the ability of Parent Permits are valid or Merger Subsidiary 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 Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. Except as disclosed in the Parent Reports prior to the date hereof, the businesses of each of Parent and each of its Subsidiaries are in compliance with and are not in default under or being conducted in violation of any applicable LawLaws, 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, a Parent Material Adverse Effect. Since January 1, 2013, neither Parent 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 could not reasonably be expected to havehave a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement and the Arrangement. Except as disclosed in the Parent Reports prior to the date hereof and except for any investigation or review that, individually or in the aggregate, could not reasonably be expected to have a Parent Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement and the Arrangement, no investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or, to the knowledge of Parent, threatened, nor has any Governmental Entity indicated an intention to Parent or any of its Subsidiaries to conduct the same. No material change is required in Parent’s or any of its Subsidiaries’ processes, properties or procedures in connection with any Law, and Parent has not received any notice or communication of any material noncompliance with any Law that has not been cured as of the date hereof. Parent 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 Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent 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 “Parent Permits”)) necessary to conduct its business in all material respects as presently conducted, except where the failure to have any of the such Parent Permits has not had and would not reasonably be expected to havePermits, individually or in the aggregate, a Parent Material Adverse Effect. All Parent 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, have a Parent Material Adverse Effect. Effect or prevent, materially delay or materially impair the ability of Parent is, to consummate the transactions contemplated by this Agreement and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse EffectArrangement.

Compliance with Laws; Permits. Parent and Except as set forth in the CSC Reports filed prior to the date hereof, the businesses of each of CSC and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable LawLaws, 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 Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of CSC, Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Since January 1Except as set forth in the CSC Reports filed prior to the date hereof, 2013, neither Parent nor no investigation or review by any Governmental Entity with respect to CSC or any of its Subsidiaries is pending or, to the knowledge of CSC, threatened, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated an intention to comply with, any Lawconduct the same, 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 Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of CSC, Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Parent and To the knowledge of CSC, no material change is required in CSC'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 Entitiesconnection with any such Laws, and all rights under CSC has not received any Parent Specified Contract notice or communication of any noncompliance with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses any such Laws that has not been cured as presently conducted (the “Parent Permits”), except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to havedate hereof except for noncompliance that is not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of CSC, Parent or Merger Sub to consummate the transactions contemplated by this Agreement. All Parent Permits CSC 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 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 havenot, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect. Effect or prevent or materially burden or materially impair the ability of CSC, Parent is, or Merger Sub to consummate the Transactions and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse Effectother transactions contemplated by this Agreement.

Compliance with Laws; Permits. Parent and Except as set forth in the Gemplus Reports filed prior to the date hereof, the businesses of each of Gemplus and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Law, 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, have a Parent Gemplus Material Adverse EffectEffect or prevent or materially delay or materially impair the ability of Gemplus to consummate the transactions contemplated by this Combination Agreement to which it will be a party. Since January 1Except as set forth in the Gemplus Reports filed prior to the date hereof, 2013, neither Parent nor no investigation or review by any Governmental Entity with respect to Gemplus or any of its Subsidiaries is pending or, to the Knowledge of the Gemplus Executive Officers, threatened in a formal writing, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated to comply with, any LawGemplus 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, have a Parent Gemplus Material Adverse EffectEffect or prevent or materially delay or materially impair the ability of Gemplus to consummate the transactions contemplated by this Combination Agreement to which it will be a party. Parent and To the knowledge of the Gemplus Executive Officers, no material change is required in Gemplus' 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 Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”)such Laws, except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to havethose that, individually or in the aggregate, would not have a Parent Gemplus Material Adverse Effect. All Parent 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 Gemplus 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. Each of Gemplus and its Subsidiaries 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, have a Parent Gemplus Material Adverse Effect. Parent is, and each Effect or prevent or materially delay or materially impair the ability of its Subsidiaries is, in compliance with Gemplus to consummate the terms and requirements of such Parent Permits, except where the failure transactions contemplated by this Combination 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 Parent Material Adverse Effectparty.

Compliance with Laws; Permits. Parent and Except as set forth in the Axalto Reports filed prior to the date hereof, the businesses of each of Axalto and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Law, 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, a Parent have an Axalto Material Adverse EffectEffect or prevent or materially delay or materially impair the ability of Axalto to consummate the transactions contemplated by this Combination Agreement to which it will be a party. Since January 1Except as set forth in the Axalto Reports filed prior to the date hereof, 2013, neither Parent nor no investigation or review by any Governmental Entity with respect to Axalto or any of its Subsidiaries is pending or, to the Knowledge of the Axalto Executive Officers, threatened in a formal writing, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated to comply with, any LawAxalto 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, a Parent have an Axalto Material Adverse EffectEffect or prevent or materially delay or materially impair the ability of Axalto to consummate the transactions contemplated by this Combination Agreement to which it will be a party. Parent and To the knowledge of the Axalto Executive Officers, no material change is required in Axalto’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 Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”)such Laws, except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to havethose that, individually or in the aggregate, a Parent would not have an Axalto Material Adverse Effect. All Parent 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 Axalto 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. Axalto 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, a Parent have an Axalto Material Adverse Effect. Parent is, and each Effect or prevent or materially delay or materially impair the ability of its Subsidiaries is, in compliance with Axalto to consummate the terms and requirements of such Parent Permits, except where the failure transactions contemplated by this Combination 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 Parent Material Adverse Effectparty.

Compliance with Laws; Permits. Parent and Except as disclosed in the Company Reports, the businesses of each of the Company and its Subsidiaries are in compliance with and are not in default under or being conducted in violation of any applicable Lawfederal, state, local or non-Canadian 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, a Parent Material Adverse Effect. Since January 1, 2013, neither Parent 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 could not reasonably be expected to havehave a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Arrangement. Except as disclosed in the Company Reports and except for any investigation or review that, individually or in the aggregate, a Parent Material Adverse Effect. Parent 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 Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”), except where the failure to have any of the Parent Permits has not had and would could not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. All Parent Permits are valid Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and in full force and effect and are not subject the Arrangement, no investigation or review by any Governmental Entity with respect 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 Company or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent is, and each of its Subsidiaries isis 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. 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 each has all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals (the “Company Permits”) necessary to conduct its business in all material respects as presently conducted. The Company and its Subsidiaries each is in compliance in all material respects with the terms and requirements of such Parent the 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 Parent Material Adverse Effect.

Compliance with Laws; Permits. Parent and Except as set forth in the Reports filed prior to the date hereof, the businesses of each of it and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable law, ordinance, regulation, judgment, order, decree, arbitration award, license or permit of any Governmental Entity (each a "Law" and 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 Parent Material Adverse EffectEffect on it or prevent or materially burden or materially impair its ability to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. Since January 1Except as set forth in the Reports filed prior to the date hereof, 2013, neither Parent nor no investigation or review by any Governmental Entity with respect to it or any of its Subsidiaries is pending or, to the knowledge of its executive officers, threatened, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated an intention to comply with, any Lawconduct the same, 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 Parent Material Adverse EffectEffect on it or prevent or materially burden or materially impair the ability of it to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. Parent To the knowledge of its executive officers, no material change is required in its or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and it 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. Each of it and its Subsidiaries are in possession of has all franchises, grants, authorizationspermits, licenses, permitstrademarks, easementsservice marks, franchises, variances, exceptionsexemptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Parent 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 (collectively, "Permits") necessary for Parent 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 “Parent Permits”), except where the failure to have any absence of the Parent Permits has not had and would not reasonably be expected to havewhich are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect. All Parent Permits are valid Effect on it or prevent or materially burden or materially impair its ability to consummate the Merger and in full force the other transactions contemplated by this Agreement 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 Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse EffectStock Option Agreement.

Compliance with Laws; Permits. Parent and Except as set forth in the Protection One Reports filed prior to the date hereof, the businesses of each of Protection One and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable LawLaws, 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 Parent Protection One Material Adverse EffectEffect or prevent or materially burden or materially impair the ability of Protection One to consummate the Share Issuance or the other transactions contemplated by this Agreement and the Stock Option Agreement. Since January 1Except as set forth in the Protection One Reports filed prior to the date hereof, 2013no investigation or review by any Governmental Entity with respect to Protection One or any of its Subsidiaries is pending or, to the knowledge of Protection One, 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 Protection One Material Adverse Effect or prevent or materially burden or materially impair the ability of Protection One to consummate the Share Issuance or the other transactions contemplated by this Agreement and the Stock Option Agreement. No material change is required in Protection One's or any of its Subsidiaries' processes, properties or procedures in connection with any such Laws, and neither Parent Protection One nor any of its Subsidiaries has received any written notice from or communication of any Governmental Entity regarding material noncompliance with any violation ofsuch Laws that has not been cured. Protection One and each of its Subsidiaries has all permits, or failure licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to comply with, any Law, conduct its respective business as presently conducted except as would not reasonably be expected to havethose the absence of which are not, individually or in the aggregate, reasonably likely to have a Parent Protection One Material Adverse Effect. Parent and its Subsidiaries are in possession Effect or prevent or materially burden or materially impair the ability 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 Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and Protection One to consummate the Share Issuance or the other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (transactions contemplated by this Agreement or the “Parent Permits”), except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent 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 Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent 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 Parent Material Adverse EffectStock Option Agreement.

Compliance with Laws; Permits. Parent and Except as set forth in the Gemplus Reports filed prior to the date hereof, the businesses of each of Gemplus and its Subsidiaries are in compliance with have not been, and are not in default under or being, conducted in violation of any applicable Law, 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, have a Parent Gemplus Material Adverse EffectEffect or prevent or materially delay or materially impair the ability of Gemplus to consummate the transactions contemplated by this Combination Agreement to which it will be a party. Since January 1Except as set forth in the Gemplus Reports filed prior to the date hereof, 2013, neither Parent nor no investigation or review by any Governmental Entity with respect to Gemplus or any of its Subsidiaries is pending or, to the Knowledge of the Gemplus Executive Officers, threatened in a formal writing, nor has received any written notice from any Governmental Entity regarding any violation of, or failure indicated to comply with, any LawGemplus 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, have a Parent Gemplus Material Adverse EffectEffect or prevent or materially delay or materially impair the ability of Gemplus to consummate the transactions contemplated by this Combination Agreement to which it will be a party. Parent and To the knowledge of the Gemplus Executive Officers, no material change is required in Gemplus’ 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 Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”)such Laws, except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to havethose that, individually or in the aggregate, would not have a Parent Gemplus Material Adverse Effect. All Parent 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 Gemplus 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. Each of Gemplus and its Subsidiaries 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, have a Parent Gemplus Material Adverse Effect. Parent is, and each Effect or prevent or materially delay or materially impair the ability of its Subsidiaries is, in compliance with Gemplus to consummate the terms and requirements of such Parent Permits, except where the failure transactions contemplated by this Combination 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 Parent Material Adverse Effectparty.