Common use of Compliance with Applicable Law; Permits Clause in Contracts

Compliance with Applicable Law; Permits. (i) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither the Company nor any of its Subsidiaries has received any notification from any Governmental Entity (A) asserting that the Company or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge of the Company, has been threatened against the Company or any of its Subsidiaries.

Compliance with Applicable Law; Permits. (i) The CompanyParent, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), FDCA and the regulations of the U.S. Food and Drug Administration (the "FDA") FDA promulgated thereunder) and third Persons which are required for the Company Parent and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company Parent SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Parent Permits"), and all Company Parent Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Parent Permits is not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect. (ii) The Company Parent and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms of the Company Parent Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") Law relating to the Company Parent and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Parent Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect. Since January 1, 2001, neither the Company Parent nor any of its Subsidiaries has received any notification from any Governmental Entity (A) asserting that the Company Parent or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Parent Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge of the CompanyParent, has been threatened against the Company Parent or any of its Subsidiaries.

Compliance with Applicable Law; Permits. (ia) The Company, Acquiror and each of its Subsidiaries hold, and their employees hold have at all authorizationstimes since December 31, 2007 held, all licenses, franchises, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on lawful conduct of their respective businesses in the manner described in the Company SEC Documents filed prior and ownership of their respective properties and assets under and pursuant to the date hereof and as they are being conducted as of the date hereof (the "Company Permits")each, and all Company Permits have complied since December 31, 2007 with and are validnot in default or violation of any, and in full force and effectapplicable Law relating to Acquiror or any of its Subsidiaries, except where the failure to hold such license, franchise, permit, consent, approval or authorization or such noncompliance, default or violation has not had and would not reasonably be expected to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries areEffect on Acquiror, and have been at all times except as disclosed in the Acquiror Reports filed since January 1, 2001, in compliance with the terms of the Company Permits 2010 and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating prior to the Company and date of this Agreement, neither Acquiror nor any of its Subsidiaries knows of, or their respective businesseshas received notice of, assets any defaults or properties, except where the failure violations of applicable Law which would reasonably be expected to be in compliance with the terms of the Company Permits or such Applicable Law is nothave, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect on Acquiror. (b) Acquiror, each of its Subsidiaries and each of their respective directors, officers, employees and other persons who are required to be registered, licensed or qualified as (x) a broker-dealer, an investment adviser, or an introducing broker or (y) a registered principal, registered representative, investment adviser representative, futures commission merchant, insurance agent, associated person, or salesperson with the SEC, the FINRA, the NFA or the CFTC (or in equivalent capacities with any other Governmental Entity) are duly registered, licensed or qualified as such and such registrations, licenses or qualifications are in full force and effect, or are in the process of being registered, licensed or qualified as such within the time periods required by applicable Law, except for such failures to be so registered, licensed or qualified as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Acquiror. Since January 1Acquiror, 2001each of its Subsidiaries and each of their respective directors, officers, and employees, and such other persons are in compliance with all applicable federal, state, provincial and foreign laws requiring any such registration, licensing or qualification, have filed all periodic reports required to be filed with respect thereto (and all such reports were accurate and complete in all material respects as of their respective dates of filing), and neither the Company Acquiror nor any of its Subsidiaries has received is subject to any notification from any Governmental Entity (A) asserting that the Company liability or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As disability by reason of the date hereoffailure of any such entity or person to be so registered, no material investigation licensed or review by any Governmental Entity is pending orqualified, except for such failures to be so registered, licensed or qualified, failures with respect to such reports and such liabilities or disabilities as would not reasonably be expected to have, individually or in the Knowledge of the Companyaggregate, has been threatened against the Company or any of its Subsidiariesa Material Adverse Effect on Acquiror.

Compliance with Applicable Law; Permits. (ia) The CompanyNone of the Company or any Company Subsidiary is in violation of, its or has violated, any provisions of any applicable Law or requirements of any Governmental Entity, except for any such violations that would not reasonably be expected to have a Company Material Adverse Effect. (b) Each of the Company and the Company Subsidiaries and their employees hold is in possession of all franchises, grants, authorizations, licenses, permits, licenseseasements, variances, exceptions, consents, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrationscertifications, approvals and clearances orders of all any Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations Entity required for each of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for Company or the Company and its Subsidiaries to own, lease and operate its properties and other respective assets and properties or to carry on their its respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and business as they are it is now being conducted as of the date hereof (the "Company “Permits"”), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms of the Company Permits has not had and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to would not reasonably be in compliance with the terms of the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely expected to have a Company Material Adverse Effect. Since January 1No revocation, 2001, neither the Company nor suspension or cancellation of any of its Subsidiaries has received any notification from any Governmental Entity (A) asserting that the Company or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity Permits is pending or, to the Knowledge of the Company, threatened, and there have not occurred any defaults under, violations of, or events giving rise to a right of termination, amendment or cancellation of any of the Permits (with or without notice, the lapse of time or both), except where the revocation, suspension or cancellation of any of, or defaults under, violations of, or events giving rise to a right of termination, amendment or cancellation of, the Permits has been threatened against not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has, since December 1, 2007, received any written notice that is not fully resolved from any Governmental Entity alleging that it is not in compliance in all material respects with any Permit. All Permits are in full force and effect in all material respects and, since December 1, 2007, neither the Company nor any Company Subsidiary has received any written notice from any Governmental Entity asserting that the Company or any Company Subsidiary is not in compliance with any Law or material Permit. (c) Notwithstanding anything to the contrary contained in this Section 4.12, no representation or warranty shall be deemed to be made in this Section 4.12 in respect of its Subsidiariesenvironmental, Tax, employee benefits, labor or anti-corruption or export control Law matters, each of which matters is addressed by other sections of this Agreement.

Compliance with Applicable Law; Permits. (ia) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, Except as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for would not be material to the Company and its Subsidiaries to ownSubsidiaries, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in taken as a whole, (i) the Company SEC Documents filed prior and each of its Subsidiaries is in compliance with all applicable Laws, (ii) the Company and each of its Subsidiaries possesses all licenses, permits, registrations, permanent certificates of occupancy, authorizations, and certificates from any Governmental Entity required under applicable Law with respect to the date hereof and operation of its Business as they are being currently conducted as of the date hereof (the "Company collectively, “Permits"”), and (iii) all Company Permits are valid, valid and in full force good standing (to the extent such concept is applicable) and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or are in full force and effect of, any such Company Permits is not, individually or in and (iv) the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The Company and its the Company’s Subsidiaries are, and have been at all times since January 1, 2001, are in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating Permits. Except as would not be material to the Company and its Subsidiaries Subsidiaries, taken as a whole, or their respective businesses, assets or properties, except where the failure to be as set forth in compliance with the terms Section 4.14(a) of the Company Permits or such Applicable Law is notDisclosure Schedule, individually or in the aggregatethree years prior to the date hereof, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither none of the Company nor or any of its Subsidiaries has received any notification written notice from any Governmental Entity (A) asserting that regarding any actual, alleged, possible or potential material violation of, or material failure to comply with, any Law or Governmental Order applicable to the Company or any of its Subsidiaries is not in material compliance with, or at by which any time since such date has failed to materially comply with, Applicable Law properties or assets owned or used by the Company or any of its Subsidiaries are bound or affected. (Bb) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity (i) Finance of America Mortgage LLC is pending orapproved as an issuer for the Government National Mortgage Association, to a Direct Endorsement Lender for the Knowledge Department of Housing and Urban Development, and a seller/servicer of the CompanyFederal National Mortgage Association and the Federal Home Loan Mortgage Corporation, and Finance of America Reverse LLC is approved as an issuer for the Government National Mortgage Association and a Direct Endorsement Lender for the Department of Housing and Urban Development, and (ii) neither Finance of America Mortgage LLC nor Finance of America Reverse LLC has been threatened against the Company received any written notice of any cancellation or suspension of, or material limitation on, its status as an approved issuer, seller/servicer or lender, as applicable, from any of its Subsidiariesthe Governmental Entities referred to in this subsection (b).

Compliance with Applicable Law; Permits. (ia) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities Except with respect to Tax matters (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"which are provided for in Section 4.14), Environmental Law (which is provided for in Section 4.11) and the regulations employee benefit matters (which are provided for in Section 4.15), each of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses MLP Group Entities is in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits")compliance with all, and all Company Permits are valid, and is not in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid default under or in full force and effect ofviolation of any, applicable Law, other than any such Company Permits is noncompliance, default or violation which would not, individually or in the aggregate, reasonably likely to have constitute an MLP Material Adverse Effect. No MLP Group Entity has received any written communication within the past two years from a Company Governmental Entity that alleges that any MLP Group Entity is not in compliance with or is in default or violation of any applicable Law, except where such non-compliance, default or violation would not constitute, individually or in the aggregate, an MLP Material Adverse Effect. (iib) The Company and its Subsidiaries areMLP Group Entities are in possession of all franchises, and have been at all times since January 1tariffs, 2001grants, in compliance with the terms of the Company Permits and all lawsauthorizations, statuteslicenses, orderspermits, rules and regulationseasements, and all applicable judgmentsvariances, decisions exemptions, consents, certificates, approvals and orders entered by any Governmental Entity necessary under applicable Law to own, lease and operate their properties and to lawfully carry on their businesses as they are now being conducted (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or properties“MLP Permits”), except where the failure to be in compliance with the terms possession of the Company such MLP Permits or such Applicable Law is would not, individually or in the aggregate, reasonably likely to have a Company constitute an MLP Material Adverse Effect. Since January 1, 2001, neither None of the Company nor MLP Group Entities is in default or violation of any of its Subsidiaries has received the MLP Permits, except for any notification from any Governmental Entity (A) asserting such defaults or violations that would not, individually or in the Company aggregate, constitute an MLP Material Adverse Effect. No suspension or cancellation of any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity MLP Permits is pending or, to the Knowledge of MLP, threatened, except where such suspension or cancellation would not constitute, individually or in the Companyaggregate, an MLP Material Adverse Effect. As of the Execution Date, to the Knowledge of MLP, no event or condition has been threatened against occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company MLP Group Entities under, any MLP Permit, or has caused (or would cause) an applicable Governmental Entity to fail or refuse to issue, renew or extend any MLP Permit (in each case, with or without notice or lapse of its Subsidiariestime or both), except for violations, breaches, defaults, losses, accelerations or failures that would not constitute, individually or in the aggregate, an MLP Material Adverse Effect.

Compliance with Applicable Law; Permits. (a) (i) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries are, and have been at in and are in compliance in all times material respects with all Applicable Laws; (ii) since January 1, 20012019, in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither the Company nor any of its Subsidiaries has not received any notification from any Governmental Entity notices, complaints or other communications (A) asserting that the Company or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending writing or, to the Knowledge of the Company, has otherwise) from any Person, or been threatened subject to any order, regarding any actual or alleged material violation of any Applicable Law; and (iii) no material Proceedings have been filed, or to the Knowledge of the Company, threatened, against the Company and its Subsidiaries alleging a material violation of any Applicable Law. (b) The Company and its Subsidiaries hold, own or possess all material Permits necessary for the lawful ownership, operation and use of the material properties and assets and the conduct of the businesses of the Company and its Subsidiaries as currently conducted, and the Company and its Subsidiaries are in compliance with their respective material obligations under such Permits. Section 4.8(b) of the Company Disclosure Schedule sets forth a true and complete list of all material Permits held by the Company and each of its Subsidiaries, including (i) the jurisdiction in which the Permit is held and (ii) the purpose of such Permit or, with respect to insurance licenses, the lines of insurance business for which the Company or any of its Subsidiaries is licensed or authorized in such jurisdictions pursuant to such Permit. None of such Permits has been revoked, suspended, restricted, cancelled, modified, impaired or non-renewed, and no statement or notice regarding any violation or failure to comply with, or intention to revoke, suspend, restrict, cancel, modify, impair or fail to renew, any such Permit has been received in writing by any of the Company or its Subsidiaries, provided, however, that this Section 4.8(b) shall not apply to any matter related to Taxes, which shall be governed by Section 4.10. (c) Except as set forth in Section 4.8(c) of the Company Disclosure Schedule, the Company and its Subsidiaries have complied with their obligations to submit all filings required to be submitted by the Company and its Subsidiaries with any Governmental Authority. All such filings were in compliance in all material respects with Applicable Law when filed or as amended or supplemented, and no material deficiencies have been asserted in writing or, to the Knowledge of the Company, orally, by any Governmental Authority with respect to such filings that have not been resolved to the satisfaction of such Governmental Authority. (d) Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, any other Persons acting on their behalf has, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the United States Foreign Corrupt Practices Act of 1977, as amended, or any other similar Law, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other similar Applicable Laws.

Compliance with Applicable Law; Permits. (i) The Company, Each of the Company and its Subsidiaries and their employees hold is in possession of all franchises, authorizations, licenses, permits, licenseseasements, variances, exceptions, consents, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances orders of all any Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations Authority necessary for each of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and or any of its Subsidiaries to own, lease and operate its properties and other assets and or to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and its business as they are it is now being conducted as of the date hereof (the "“Company Permits"”), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms of the Company Permits and all lawscould not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement. As of the date of this Agreement, statutesno suspension or cancellation of any of the Company Permits is pending or, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businessesknowledge of the Company, assets or propertiesthreatened, except where the failure to be in compliance with have, or the terms suspension or cancellation of, any of the Company Permits could not reasonably be expected to prevent or such Applicable Law is not, individually materially delay consummation of the transactions contemplated by this Agreement or in otherwise prevent or materially delay the aggregate, Company from performing its obligations under this Agreement and could not reasonably likely be expected to have a Company Material Adverse Effect. Since January 1, 2001, neither Neither the Company nor any of its Subsidiaries has received is in material conflict with, or in default, breach or violation of, (a) any notification from Law applicable to the Company or any Governmental Entity (A) asserting that of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is not in material compliance withbound or affected, or at (b) any time since such date has failed to materially comply withnote, Applicable Law or (B) threatening to revoke any material bond, mortgage, indenture, contract, agreement, lease, license, Company Permit. As of the date hereof, no material investigation franchise or review by any Governmental Entity is pending or, other instrument or obligation to the Knowledge of the Company, has been threatened against which the Company or any of its SubsidiariesSubsidiaries is a party or by which the Company or any of its Subsidiaries or any property or asset of the Company or any of its Subsidiaries is bound, except for any such conflicts, defaults, breaches or violations that could not reasonably be expected to have a Material Adverse Effect or prevent or materially delay consummation of the transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement.

Compliance with Applicable Law; Permits. (ia) The Company, Company and each of its Subsidiaries hold, and their employees hold have at all authorizationstimes since December 31, 2007 held, all licenses, franchises, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to applicable Law (and have paid all fees and assessments due and payable in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"connection therewith), and all Company Permits are valid, and in full force and effect, except where the failure to hold such license, franchise, permit, consent, approval or authorization has not had and would not reasonably be expected to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect on the Company and, to the knowledge of the Company, no suspension or cancellation of any such required license, franchise, permit, consent, approval or authorization is threatened. The Company and each of its Subsidiaries have complied since December 31, 2007 in all material respects with, and are not in default or violation in any material respect of, (i) all applicable Laws and (ii) all posted or internal privacy policies relating to data protection or privacy, including without limitation, the protection of personal information. Neither the Company nor any of its Subsidiaries knows of, or has received notice of, any material default or material violations of any applicable Law. (iib) The Company and Company, each of its Subsidiaries areand each of their respective directors, officers, employees and have been at all times since January 1other persons who are required to be registered, 2001licensed or qualified as (x) a broker-dealer, in compliance an investment adviser, or an introducing broker or (y) a registered principal, registered representative, investment adviser representative, futures commission merchant, insurance agent, associated person, or salesperson with the terms SEC, the Chicago Board Options Exchange, the Financial Industry Regulatory Authority (the “FINRA”), the National Futures Association (the “NFA”) or the Commodity Futures Trading Commission (the “CFTC”) (or in equivalent capacities with any other Governmental Entity) are duly registered, licensed or qualified as such and such registrations, licenses or qualifications are in full force and effect, or are in the process of being registered, licensed or qualified as such within the Company Permits and all laws, statutes, orders, rules and regulations, and all time periods required by applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure for such failures to be in compliance with the terms of the Company Permits so registered, licensed or such Applicable Law is notqualified as would not reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect on the Company. Since January 1The Company and its Subsidiaries and each of their respective directors, 2001officers, and employees, and such other persons are in compliance with all applicable federal, state, provincial and foreign laws requiring any such registration, licensing or qualification, have filed all periodic reports required to be filed with respect thereto (and all such reports were accurate and complete in all material respects as of their respective dates of filing), and neither the Company nor any of its Subsidiaries is subject to any liability or disability by reason of the failure of any such entity or person to be so registered, licensed or qualified, except for such failures to be so registered, licensed or qualified, failures with respect to such reports and such liabilities or disabilities as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (c) The Company has received any notification from delivered or made available to Acquiror a true, correct and complete copy of (i) the currently effective Forms ADV, BD or 7-R as filed with or deemed filed with the SEC, the FINRA or the NFA, as applicable, by each Subsidiary of the Company required to file such forms, (ii) all currently effective state and other federal registration forms applicable to such Subsidiary as a registered investment adviser, broker-dealer, futures commission merchant or introducing broker, and (iii) all reports and all material correspondence filed by each Subsidiary with any Governmental Entity under the Exchange Act, the Investment Company Act of 1940, as amended (Athe “Investment Company Act”), the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and under similar state or foreign Laws since December 31, 2007. The information contained in such forms was complete and accurate as of the time of filing thereof, except where any failure to be so complete and accurate would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (d) asserting that Except as disclosed on the Forms ADV, BD, U4 or 7-R of the Company or its applicable Subsidiary as in effect as of the date of this Agreement: (i) none of the Company, any of its Subsidiaries or any of their directors, officers, employees, “associated persons” (as defined in the Exchange Act), “persons associated with an investment adviser” (as defined in the Advisers Act), or “affiliated persons” (as defined in the Investment Company Act) has been or is the subject of any disciplinary proceedings or orders of any Governmental Entity arising under applicable Laws which would be required to be disclosed on Forms ADV or BD as of the date of this Agreement and no material disciplinary proceeding or order is pending or, to the Company’s knowledge, threatened, (ii) none of the Company, any of its Subsidiaries or any of their respective directors, officers, employees, associated persons or affiliated persons, has been permanently enjoined by the order of any Governmental Entity from engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security, and (iii) none of the Company, any of its Subsidiaries or any of their respective directors, officers, employees, associated persons or affiliated persons is or has been ineligible to serve as an investment adviser under the Advisers Act (including pursuant to Section 203(e) or (f) thereof) or as a broker, a dealer or an associated person of a broker or dealer under Section 15(b) of the Exchange Act (including being subject to any “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act), or ineligible to serve in, or subject to any disqualification which would be the basis for any limitation on serving in, any of the capacities specified in Section 9(a) or 9(b) of the Investment Company Act or any substantially equivalent foreign expulsion, suspension or disqualification. (e) The Company and its Subsidiaries have at all times since January 1, 2008, rendered investment advisory services to investment advisory clients with whom such entity is or was a party to an investment advisory agreement or similar arrangement in compliance with all applicable requirements as to portfolio composition or portfolio management including, but not limited to, the terms of such investment advisory agreements, written instructions from such investment advisory clients, prospectuses or other offering materials, board of directors or trustee directives and applicable Law. There are no material disputes pending or threatened with any current or former investment advisory clients under the terms of any investment advisory agreement or similar arrangement. (f) The accounts of each investment advisory client of the Company or any of its Subsidiaries is subject to ERISA have been managed by the Company or its applicable Subsidiary in compliance with the applicable requirements of ERISA, except as would not reasonably be expected to result in a material compliance withliability to the Company or its Subsidiaries or Acquiror or its affiliates. (g) Section 4.13(g) of the Company Disclosure Letter sets forth with respect to the Company and its Subsidiaries a complete and accurate list of all currently effective (i) broker-dealer licenses or registrations, (ii) licenses and registrations as an investment adviser under the Advisers Act or any similar state or foreign Laws, (iii) licenses and registrations as a futures commission merchant under any rules or regulations of the CFTC and (iv) licenses and registrations as an introducing broker under the Commodity Exchange Act, as amended (the “CEA”), or at any time since such date has failed similar state or foreign Laws. Neither the Company nor any of its Subsidiaries is, or is required to materially comply withbe, Applicable Law registered as a commodities trading adviser or commodity pool operator under the CEA or any similar state Laws. (Bh) threatening to revoke any material Company Permit. As Section 4.13(h) of the date hereofCompany Disclosure Letter sets forth a complete list of all securities exchanges, no material investigation or review by any Governmental Entity is pending orcommodities exchanges, to the Knowledge boards of the Companytrade, has been threatened against clearing organizations, trade associations and similar organizations in which the Company or any of its Subsidiaries holds membership or has been granted trading privileges. (i) The Company and each of its Subsidiaries has properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents, applicable Law and common law, except where the failure to so administer such accounts would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. None of the Company, any of its Subsidiaries, or any director, officer or employee of the Company or of any of its Subsidiaries, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, and, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account.

Compliance with Applicable Law; Permits. (ia) The Except as set forth in Section 3.14(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries, nor to the knowledge of the Company, any Joint Venture, is, and since November 30, 2008 none have been, in violation of any Law applicable to the Company or any of its Subsidiaries or Joint Ventures by which the Company’s or any of its Subsidiaries’ or Joint Ventures’ respective properties are bound, except for any such violation which would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Except as set forth in Section 3.14(b) of the Company Disclosure Letter, the Company and its Subsidiaries, and, to the knowledge of the Company, its Subsidiaries and their employees hold Joint Ventures, have all authorizations, permits, licenses, certificates, easements, concessions, franchises, variancesauthorizations, exemptions, orders, consents, registrationsapprovals, approvals clearances and clearances of all franchises from Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, “Company Permits”) required to conduct their respective businesses as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries now being conducted or to own, lease and or operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits")properties, and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect ofand no Action that may result in cancellation or suspension of any Company Permit is pending or has been threatened in writing, except for any such Company Permits is Permit, the failure to have or be in full force and effect or the cancellation or suspension of which, would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect. (iic) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable Law is Except as would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect. Since January 1, 2001, (i) neither the Company nor any of its Subsidiaries has received any notification from any Governmental Entity (A) asserting that the Company or any of its Subsidiaries is not in material compliance withSubsidiaries, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, and to the Knowledge knowledge of the Company, has been threatened against its Joint Ventures, nor, to the knowledge of the Company, any Representative of the Company or any of its Subsidiaries, or any of its Joint Ventures, in such Representative’s capacity as such, has violated the Foreign Corrupt Practices Act or the anticorruption laws of any jurisdiction where the Company or its Subsidiaries or Joint Ventures does business, (ii) each of the Company and its Subsidiaries and, to the knowledge of the Company, its Joint Ventures has at all relevant times complied with all Laws relating to export control and trade sanctions or embargoes, and possesses all Company Permits required in order to comply with such Laws and (iii) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, its Joint Ventures, has violated the antiboycott prohibitions contained in 50 U.S.C. Sections 2401 et seq. or taken any action that can be penalized under Section 999 of the Code. (d) Neither the Company nor any of its Subsidiaries is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated by the SEC thereunder. (e) This Section 3.14 does not relate to employee benefit matters, which are the subject of Section 3.15, or Taxes, which are the subject of Section 3.9.

Compliance with Applicable Law; Permits. (ia) The None of the Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation Affiliated Medical Practices is in violation of, or the failure to be valid or in full force and effect ofhas violated, any applicable provisions of any applicable Law or requirements of any Governmental Entity, except for any such Company Permits is notviolations which, individually or in the aggregate, have not had and would not reasonably likely be expected to have a Company Material Adverse Effect. (iib) The Company and Each of the Company, its Subsidiaries areand the Affiliated Medical Practices holds all permits, licenses, approvals, authorization, registrations, franchises, certificates, notifications, exemptions and have been at other authorizations from all times since January 1, 2001, in compliance with the terms of the Company Permits Governmental Entities (“Permits”) required to operate and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and carry on its Subsidiaries or their respective businesses, assets or propertiesbusiness as currently conducted, except where the failure to be in compliance with the terms of the Company Permits or hold such Applicable Law is notPermits, individually or in the aggregate, has not had and would not reasonably likely be expected to have a Company Material Adverse Effect. Since All Permits are in all material respects, in full force and effect and since January 1, 20012008, neither none of the Company nor any of Company, its Subsidiaries or the Affiliated Medical Practices has received any notification written notice from any Governmental Entity (A) asserting that the Company or any of its Subsidiaries or the Affiliated Medical Practices is not in material compliance withwith any Law or material Permit or threatening to suspend, revoke, revise, limit or terminate any material Permit held by the Company or any of its Subsidiaries or the Affiliated Medical Practices. (c) Except where the failure to do so would not reasonably be expected to have a Company Material Adverse Effect, each of the physicians who provides radiology services for the Company or any of its Subsidiaries or the Affiliated Medical Practices (i) is, solely with respect to providing radiology services for the Company or any of its Subsidiaries or the Affiliated Medical Practices, licensed to practice medicine in each of the states in which (1) such physician practices medicine and (2) the patients for which such physician provides radiology interpretations received imaging services, (ii) has, solely with respect to providing radiology services for the Company or any of its Subsidiaries or the Affiliated Medical Practices, obtained medical staff privileges at any time since hospitals at which such date has failed to materially comply withphysician provides radiology interpretations, Applicable Law or and (Biii) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge of the Company, is not now or has never been threatened against during the time such physician has performed radiology services for the Company or any of its SubsidiariesSubsidiaries or the Affiliated Medical Practices, excluded by any Federal Health Care Program. (d) Notwithstanding anything contained in this Section 3.12, no representation or warranty shall be deemed to be made in this Section 3.12 in respect of the matters referenced in Sections 3.05 or 3.06 or in respect of environmental, Tax, employee benefits or labor Law matters, each of which matters is addressed by other sections of this Agreement.

Compliance with Applicable Law; Permits. (i) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (iia) The Company and its Subsidiaries areSubsidiaries, are (and during the past five years have been at all times since January 1, 2001, been) in compliance in all material respects with the terms of the Company Permits and all laws, statutes, ordersordinances, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutescodes, rules, regulations, judgments, decisions decrees and orders, orders of Governmental Entities (collectively, "Applicable Law"“Laws”) relating applicable to the Company or any of its Subsidiaries. The Company and its Subsidiaries or hold all material licenses, franchises, permits, certificates, approvals and authorizations from Governmental Entities necessary for the lawful conduct of their respective businessesbusinesses (collectively, “Permits”). The operation of the business of the Company and each of its Subsidiaries and their respective properties and assets or properties, except where the failure to be are in compliance with all Permits in all material respects. To the terms Knowledge of the Company, no suspension, cancellation or termination of any such Permit is threatened or imminent other than expirations of Permits requiring renewal in the ordinary course of business and the Company knows of no basis for such suspension, cancellation or termination. No approval is required under any Permit in connection with the Transactions and the Transactions will not violate any Permit or cause any Permit to terminate or give any Person the right to terminate such Permit. (b) The Company and its Subsidiaries: (i) are in compliance in all material respects with the federal Food Drug and Cosmetic Act and all regulations issued thereunder, (ii) have no reasonable basis to believe that any ingredient used in their products is unsafe when used for its intended purpose, (iii) have conducted appropriate safety testing on each formulation that they produce to assure that such formulations are safe for their intended purpose, (iv) have not received any notification of an adverse event arising from the use of any of their products and/or formulations, (v) except as set forth on Section 3.8(b) of the Company Permits Disclosure Schedule, have not received any claims or such Applicable Law is notnotification of any personal injuries arising from the use of their products or formulations during the past five (5) years and (vi) to their Knowledge, individually do not use any ingredients in any of their products or in formulations which would be considered unsafe by the aggregateFood and Drug Administration. (c) Except as set forth on Section 3.8(c) of the Company Disclosure Schedule, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any notification from any Governmental Entity (A) asserting that the Company or mislabeled any of its Subsidiaries is not in material compliance with, products or at any time since such date has failed to materially comply with, Applicable Law mischaracterized the “natural,” “organic” or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge of the Company, has been threatened against the Company or any of its Subsidiariesother “certified” nature thereof.

Compliance with Applicable Law; Permits. (i) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (iia) The Company and each of its Subsidiaries are, and since March 31, 2009 have been at all times since January 1, 2001been, in compliance in all material respects with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all Laws applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries (the term “Laws” for purposes of this Section 3.16 shall not include Laws relating to the matters which are the subjects of Sections 3.10, 3.15, 3.17, 3.19 and 3.22). No material claims or their respective businesses, assets complaints from any Governmental Entities or properties, except where the failure to be in compliance with the terms of other Persons have been asserted or received by the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither the Company nor any of its Subsidiaries has received within the past three (3) years related to or affecting the Company or any notification from any Governmental Entity (A) asserting of its Subsidiaries and, to the knowledge of the Company, no claims or complaints are threatened, alleging that the Company or any of its Subsidiaries is not in material compliance with, violation of any Laws or at any time since such date has failed Permits applicable to materially comply with, Applicable Law or (B) threatening to revoke any material the Company Permitand its Subsidiaries. As To the knowledge of the date hereofCompany, no material investigation investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries is pending or threatened. (b) Each of the Company and its Subsidiaries has all material Permits (the “Company Permits”) (the term “Company Permits” for purposes of this Section 3.16(b) shall not include consents, licenses, permits, grants, and other authorizations of a Governmental Entity relating to the matters which are the subjects of Sections 3.15, 3.19 and 3.22) that are necessary for the Company and its Subsidiaries to conduct the Business as currently conducted and operations in compliance with all applicable Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all Company Permits are valid and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, such Company Permits, (iii) none of such Company Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby and (iv) no suspension or cancellation of any Company Permits, in whole or in part, is pending or, to the Knowledge knowledge of the Company, has been threatened against the Company or any of its Subsidiariesthreatened.

Compliance with Applicable Law; Permits. (a) (i) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits")are, and since the Applicable Date have been, in compliance in all Company Permits are valid, and in full force and effect, material respects with all Applicable Laws except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any for such Company Permits is non-compliance as would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect, and except that if any representation or warranty contained in this Article IV with respect to the Company’s and its Subsidiaries’ compliance with any particular areas of Applicable Law is qualified by the Company’s Knowledge, then the representation and warranty set forth in this Section 4.8(a) shall be deemed qualified by Knowledge with respect to such particular area of Applicable Law to the same extent as set forth in such other representation and warranty; (ii) since the Applicable Date, the Company and its Subsidiaries have not received any notices, complaints or other communications (in writing or, to the Knowledge of the Company, otherwise) from any Person, or been subject to any order, regarding any actual or alleged material violation of any Applicable Law; and (iii) no material Proceedings have been filed, or to the Knowledge of the Company, threatened, against the Company and its Subsidiaries alleging a material violation of any Applicable Law. (iib) The Company and its Subsidiaries arehold, own or possess all material Permits necessary for the lawful ownership, operation and have been at all times since January 1, 2001, in compliance with the terms use of the Company Permits material properties and all laws, statutes, orders, rules assets and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the conduct of the businesses of the Company and its Subsidiaries or their respective businessesas currently conducted, assets or properties, except where and the failure to be Company and its Subsidiaries are in compliance with the terms their respective material obligations under such Permits, in each case except where failure to have such Permits would not reasonably be expected to result in a Material Adverse Effect. Section 4.8(b) of the Company Disclosure Schedule sets forth a true and complete list of all material Permits held by the Company and each of its Subsidiaries, including (i) the jurisdiction in which the Permit is held and (ii) if not reasonably apparent from the Permit, the purpose of such Permit. None of such Permits has been revoked, suspended, restricted, cancelled, modified, impaired or non-renewed, and no statement or notice regarding any violation or failure to comply with, or intention to revoke, suspend, restrict, cancel, modify, impair or fail to renew, any such Permit has been received in writing during the Applicable Law is Period by any of the Company or its Subsidiaries; provided, however, that this Section 4.8(b) shall not apply to any matter related to Taxes, which shall be governed by Section 4.10. (c) Except as set forth in Section 4.8(c) of the Company Disclosure Schedule, since the Applicable Date the Company and its Subsidiaries have complied in all material respects with their obligations to submit all filings required to be submitted by the Company and its Subsidiaries with any Governmental Authority except as would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect. Since January 1, 2001, neither the Company nor any of its Subsidiaries has received any notification from any Governmental Entity (A) asserting that the Company or any of its Subsidiaries is not All such filings were in compliance in all material compliance with, or at any time since such date has failed to materially comply with, respects with Applicable Law when filed or (B) threatening to revoke any material Company Permit. As of the date hereofas amended or supplemented, and no material investigation or review by any Governmental Entity is pending deficiencies have been asserted in writing or, to the Knowledge of the Company, has orally, by any Governmental Authority with respect to such filings that have not been threatened against resolved to the satisfaction of such Governmental Authority. (d) Neither the Company or nor any of its SubsidiariesSubsidiaries or, to the Knowledge of the Company, any other Persons acting on their behalf has, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the United States Foreign Corrupt Practices Act of 1977, as amended, or any other similar Law, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other similar Applicable Laws.

Compliance with Applicable Law; Permits. (ia) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including including, without limitation, all authorizations under those that may be required by the Federal Food, Drug and Cosmetic Act of 1938, as amended (FDA or any other Governmental Entity engaged in the "FDCA"), and the regulations regulation of the U.S. Food and Drug Administration (the "FDA"Company's products) promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease lease, license and operate its properties and other assets and to carry on their respective businesses business in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company PermitsCOMPANY PERMITS"), and all the Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect. (iib) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") Laws relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable applicable Law is would not, individually or in the aggregate, reasonably likely be expected to have a an Company Material Adverse Effect. Since January 1, 2001, neither the Company nor any of its Subsidiaries has received any notification from any Governmental Entity (Ai) asserting that the Company or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable applicable Law or (Bii) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge knowledge of the Company, has been threatened against the Company or any of its Subsidiaries.

Compliance with Applicable Law; Permits. (ia) The Subject to obtaining the Consents referred to in Section 3.07, the execution, delivery and performance of this Agreement and the taking of the other actions contemplated by this Agreement to be performed by the Company will not result in any default or violation of any judgment, decree, order, law, statute, rule or regulation of any Governmental Authority applicable to the Company or any of its Subsidiaries, except for such defaults or violations as are not reasonably likely to have a Material Adverse Effect on the Company. (b) orders, statutes, laws, ordinances, rules, regulations and, to the Company's best knowledge, policies of all Governmental Authorities, including, without limitation, those that govern insurance matters, to which it or any of its properties or assets is subject except where such failure to comply is not reasonably likely to have a Material Adverse Effect on the Company. Each of the Company, its Subsidiaries Subsidiaries, VUG and their employees hold the Syndicates has all authorizations, permits, licenses, orders, certificates, easementsauthorizations and approvals of any Governmental Authority (collectively, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDAPermits") promulgated thereunder) and third Persons which that are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior material to the date hereof conduct of its business as presently conducted and as they are being conducted as of the date hereof (the "Company Permits"), and proposed to be conducted; all Company such Permits are valid, and in full force and effect, except where and each of the failure Company, its Subsidiaries, VUG and the Syndicates has fulfilled and performed all obligations necessary to havemaintain such Permits; except, or the suspension or cancellation ofin each case, or the failure for such failures to be valid or obtain, to maintain in full force and effect ofand to fulfill and perform which would not have a Material Adverse Effect on the Company. Venton Underwriting Agencies Limited (and any other Subsidiary to which the Lloyd's solvency tests apply) exceeds as of the date hereof and as of the Effective Time the then applicable minimum standards of solvency established by the Lloyd's solvency tests. There are no defaults under any Instrument of the Company or any of its Subsidiaries, any except for such Company Permits is notdefaults that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither the Company nor any of its Subsidiaries has received any notification from any Governmental Entity (A) asserting that the Company or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge of Effect on the Company, has been threatened against the Company or any of its Subsidiaries.

Compliance with Applicable Law; Permits. (a) Solely with respect to the EIS Business and since March 31, 2014: (i) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), Seller Group and the regulations of the U.S. Food Acquired Companies are and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses have been in the manner described compliance in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. material respects with all Laws; (ii) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms none of the Company Permits Acquired Companies and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms no member of the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither the Company nor any of its Subsidiaries Seller Group has received any notification from written (or, to the Knowledge of Seller Parent, oral) notice or Order, or to the Knowledge of Seller Parent, a threatened claim, that any Governmental Entity (A) asserting that the Acquired Company or any member of its Subsidiaries Seller Group is in material violation of any applicable Law; and (iii) no Acquired Company and no member of Seller Group has received any written (or, to the Knowledge of Seller Parent, oral) notice of, and there has not occurred, is not pending and, to the Knowledge of Seller Parent, is not threatened in material compliance withwriting, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity regarding a violation of any applicable Law. (b) The U.S. Acquired Company and the Canada Acquired Company are and have been in possession of all Permits necessary for the ownership and operation of the EIS Business as currently conducted (the “Acquired Company Permits”), except where a failure to possess such permits would not be material to the EIS Business. Seller Group and each Acquired Company is pending orand has been in material compliance with all Acquired Company Permits. No member of Seller Group and no Acquired Company has received any written notice of, and there has not occurred, and to the Knowledge of Seller Parent, there is not threatened, any suspension, cancellation, modification, revocation or nonrenewal of any Acquired Company Permit that would be material to the CompanyEIS Business. (c) Notwithstanding anything herein to the contrary, has been threatened against the Company or any of its Subsidiariesrepresentations and warranties contained in Section 2.5(a)(i) will not apply with respect to: (i) compliance with applicable Laws with respect to employee, labor and employee-benefits matters, which is exclusively addressed in the representations and warranties contained in Section 2.7 and Section 2.8, as applicable; (ii) compliance with applicable Laws with respect to intellectual property matters, which is exclusively addressed in the representations and warranties in Section 2.9; (iii) compliance with applicable Laws with respect to data privacy matters, which is exclusively addressed in the representations and warranties in Section 2.17; and (iv) compliance with applicable Laws with respect to healthcare regulatory compliance matters, which is exclusively addressed in the representations and warranties in Section 2.18.

Compliance with Applicable Law; Permits. (ia) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances Each of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease is and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries are, and have been has at all times since January 1, 2001, been in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or properties, Legal Requirements except where the failure to be so in compliance with the terms of the Company Permits or such Applicable Law is not, individually or would not result in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither Neither the Company nor any of its Subsidiaries has received received, nor to the Knowledge of the Company is there any notification reasonable basis for, any notice, order, complaint or other communication from any Governmental Entity (A) asserting or any other Person that the Company or any of its Subsidiaries has any Liability under any applicable Legal Requirement or that it is not in material compliance with, or has at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke not been in compliance with any material Company Permitapplicable Legal Requirement. As of the date hereof, no material No investigation or review by any Governmental Entity regarding a violation of any applicable Legal Requirements with respect to the Company or any of its Subsidiaries has occurred, is pending or, to the Knowledge of the Company, has been threatened against threatened, and to the Knowledge of the Company there is no reasonable basis therefor. (b) Each of Company and each of its Subsidiaries is in possession of all Permits necessary for the Company or any its Subsidiaries to lawfully own, lease and operate its properties and to lawfully carry on its business as it is now being conducted and is proposed to be conducted at the Closing Date (the “Company Permits”), a complete and correct list of which is set forth in Section 2.6(b) of the Company Disclosure Schedules. Each of Company and each of its SubsidiariesSubsidiaries is and has at all times been in material compliance with all such Company Permits. No suspension, cancellation, modification, revocation or nonrenewal of any Company Permit has occurred, is pending or, to the Knowledge of the Company, threatened, and to the Knowledge of the Company there is no basis therefor. The Company and its Subsidiaries will continue to have the use and benefit of all Company Permits following consummation of the Transactions.

Compliance with Applicable Law; Permits. (ia) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The Company Seller and its Subsidiaries are, and have been at all times since January 1, 2001been, in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") Laws relating to the Company and ownership, distribution, development, use or operation (as applicable) by Seller or its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of any of the Company Permits or such Applicable Law is notPurchased Assets in all material respects. Neither Seller, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither the Company nor any of its Subsidiaries has received any notification from notice, Order, complaint or other communication that Seller or any Governmental Entity (A) asserting of its Subsidiaries has any material Liability relating to the Purchased Assets under any such Applicable Law which has not been fully discharged or extinguished or that the Company Seller or any of its Subsidiaries is not in material compliance withnot, or at has not been, in compliance with any time since such date has failed to materially comply with, Applicable Law or (B) threatening relating to revoke the Purchased Assets. Neither Seller, nor any material Company Permit. As of its Subsidiaries, has received any written notice of, and, to the date hereofKnowledge of Seller, no material there has not occurred, is not pending and is not threatened, any investigation or review by any Governmental Entity is pending or, with respect to the Knowledge of the Company, has been threatened against the Company Seller or any of its SubsidiariesSubsidiaries regarding a violation of any Applicable Law by Seller or any of its Subsidiaries relating to the ownership, distribution, development, use or operation (as applicable) by Seller or its Subsidiaries of any of the Purchased Assets. (b) Seller has all Permits necessary for Seller to lawfully own, distribute, develop, use and operate (as applicable) the Purchased Assets in the manner in which the Seller and its Subsidiaries own, distribute, develop, use and operate (as applicable) the Purchased Assets.

Compliance with Applicable Law; Permits. (i) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (iia) The Company and its Subsidiaries areSubsidiaries, are (and during the past five years have been at all times since January 1, 2001, been) in compliance in all material respects with the terms of the Company Permits and all laws, statutes, ordersordinances, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutescodes, rules, regulations, judgments, decisions decrees and orders, orders of Governmental Entities (collectively, "Applicable LawLaws") relating applicable to the Company or any of its Subsidiaries. The Company and its Subsidiaries or hold all material licenses, franchises, permits, certificates, approvals and authorizations from Governmental Entities necessary for the lawful conduct of their respective businessesbusinesses (collectively, "Permits"). The operation of the business of the Company and each of its Subsidiaries and their respective properties and assets or properties, except where the failure to be are in compliance with all Permits in all material respects. To the terms Knowledge of the Company, no suspension, cancellation or termination of any such Permit is threatened or imminent other than expirations of Permits requiring renewal in the ordinary course of business and the Company knows of no basis for such suspension, cancellation or termination. No approval is required under any Permit in connection with the Transactions and the Transactions will not violate any Permit or cause any Permit to terminate or give any Person the right to terminate such Permit. (b) The Company and its Subsidiaries: (i) are in compliance in all material respects with the federal Food Drug and Cosmetic Act and all regulations issued thereunder, (ii) have no reasonable basis to believe that any ingredient used in their products is unsafe when used for its intended purpose, (iii) have conducted appropriate safety testing on each formulation that they produce to assure that such formulations are safe for their intended purpose, (iv) have not received any notification of an adverse event arising from the use of any of their products and/or formulations, (v) except as set forth on Section 3.8(b) of the Company Permits Disclosure Schedule, have not received any claims or such Applicable Law is notnotification of any personal injuries arising from the use of their products or formulations during the past five (5) years and (vi) to their Knowledge, individually do not use any ingredients in any of their products or in formulations which would be considered unsafe by the aggregateFood and Drug Administration. (c) Except as set forth on Section 3.8(c) of the Company Disclosure Schedule, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any notification from any Governmental Entity (A) asserting that the Company or mislabeled any of its Subsidiaries is not in material compliance with, products or at any time since such date has failed to materially comply with, Applicable Law mischaracterized the "natural," "organic" or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge of the Company, has been threatened against the Company or any of its Subsidiariesother "certified" nature thereof.

Compliance with Applicable Law; Permits. (ia) The Company, Company and each of its Subsidiaries is, and their employees hold for the past five (5) years has been, in compliance in all authorizationsmaterial respects with all applicable Laws. The Company and each of its Subsidiaries possesses, and for the past two (2) years has possessed, all material licenses, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances permanent certificates of all Governmental Entities (including all authorizations under the Federal Foodoccupancy, Drug and Cosmetic Act of 1938, as amended (the "FDCA")authorizations, and certificates from any Governmental Entity required under applicable Law with respect to the regulations operation of the U.S. Food and Drug Administration its business as currently conducted (the "FDA") promulgated thereundercollectively, “Permits”) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company such Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, other than as would not reasonably likely be expected to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating be material to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be taken as a whole. Except as set forth in compliance with the terms Section 4.14 of the Company Permits or such Applicable Law is notDisclosure Schedule, individually or in the aggregatepast two (2) years, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither none of the Company nor or any of its Subsidiaries has received any notification from any Governmental Entity (A) asserting that the Company or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending written or, to the Knowledge of the Company, has been threatened against oral notice from any Governmental Entity regarding any actual, alleged, possible or potential material violation of, or material failure to comply with, any Law or Governmental Order applicable to the Company or any of its Subsidiaries or by which any properties or assets owned or used by the Company or any of its Subsidiaries are bound or affected or by which any properties or assets owned or used by the Company are bound or affected. (b) The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with all applicable Laws (including all Sanctions) that prohibit or limit the conduct of business with, and the provision of funds, goods or services to or receipt of funds, goods or services from or for the benefit of, Sanctioned Persons, and any applicable Law concerning or relating to bribery or corruption (“Anti-Corruption Law”). To the Knowledge of the Company, its and its Subsidiaries’ respective directors, officers, employees, agents, affiliates and representatives, are in compliance with applicable Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Company or its Subsidiaries being designated a Sanctioned Person. Neither the Company, its Subsidiaries, nor, to the Knowledge of the Company, any of its or its Subsidiaries’ respective directors, officers, employees or agents that will act in any capacity in connection with or benefit from the Transactions, is a Sanctioned Person.

Compliance with Applicable Law; Permits. (ia) The CompanySince January 1, its Subsidiaries and their employees hold all authorizations2008, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances each of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries has been in compliance with Applicable Law. Since January 1, 2008, each of the Company and its Subsidiaries has been in possession of all material Permits required under Applicable Law to own, lease operate and operate use its properties and other assets and to carry on their respective businesses conduct the GIS Business in all material respects in the manner described in conducted at all such relevant times, and since January 1, 2008, each of the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company its Subsidiaries has been in material compliance with all such Permits"), and all Company such material Permits are valid, and currently in full force and effect. There are no Proceedings pending or, except where to the failure Knowledge of Seller, threatened, that could reasonably be expected to haveresult, nor will entering into the transactions contemplated hereby reasonably be expected to result, in the revocation, cancellation or suspension, or any adverse modification, of a material Permit applicable to the suspension Company or cancellation ofany of its Subsidiaries. Since January 1, 2008, none of Seller, Intermediate Holdco, the Company or any Subsidiary of the failure Company has received notice of a violation of any Applicable Law by the Company or any Subsidiary of the Company. It is agreed and understood that this Section 2.9 shall not apply to matters related to Taxes, which shall be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effectgoverned by Section 2.11. (iib) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms Section 2.9(b) of the Company Disclosure Schedule lists, by Company or Subsidiary of the Company, all the jurisdictions with respect to which such Company or Subsidiary have filed or are required to file any material qualifications licenses, filings or other material Permits to own, operate and all lawsuse its properties and assets and to conduct the GIS Business. (c) Except as listed in Section 2.9(c) of the Company Disclosure Schedule, statutes, no exemptive orders, rules and regulations“no-action” letters or similar exemptions or regulatory relief have been obtained, and all applicable judgmentsnor are any requests pending therefor, decisions and orders entered by or with respect to the Company or any Governmental Entity of its Subsidiaries that are material to the operation of the GIS Business. (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law"d) relating to Each of the Company and its Subsidiaries or their respective businesses, assets or properties, except where has (as applicable and in each case consistent with Applicable Law) adopted and implemented: (i) a formal code of ethics; (ii) a written policy on xxxxxxx xxxxxxx; and (iii) written policies regarding privacy and the failure to be confidentiality of Client information. Except as listed in compliance with the terms Section 2.9(d) of the Company Permits or such Applicable Law is notDisclosure Schedule, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since since January 1, 20012008, neither there have been no material violations of such policies and procedures. (e) To the Company nor any Knowledge of its Subsidiaries has received any notification from any Governmental Entity (A) asserting Seller, there is no reason to believe that the Company or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review will be required by any Governmental Entity is pending orAuthority to maintain regulatory capital following the Closing Date in an amount greater than the amount thereof on and as of the Closing Date, after giving effect to the Knowledge of the Company, has been threatened against the Company or any of its Subsidiariestransactions contemplated by Section 4.14 hereof.

Compliance with Applicable Law; Permits. (ia) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under Solely with respect to the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations operation of the U.S. Food ECM Business and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, 2015: (i) each member of Seller Group and McKesson is and has been in compliance in all material respects with the terms all Laws; (ii) no member of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither the Company Seller Group nor any of its Subsidiaries McKesson has received any notification from written (or, to the Knowledge of Seller Group, oral) notice or Order, or to the Knowledge of Seller Group, a threatened claim, that any Governmental Entity member of Seller Group is in material violation of any applicable Law; and (Aiii) asserting that no member of Seller Group nor McKesson has received any written (or, to the Company or any Knowledge of its Subsidiaries Seller Group, oral) notice of, and there has not occurred, is not pending and, to the Knowledge of Seller Group, is not threatened in material compliance withwriting, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity regarding a violation of any applicable Law. (b) Seller Group is pending orand has been in possession of all Permits necessary for the ownership and operation of the ECM Business (the “Seller Group Permits”), except where a failure to possess such Permits would not be material to the ECM Business. Seller Group is and has been in material compliance with all Seller Group Permits. No member of Seller Group nor McKesson has received any written notice of, and there has not occurred, and to the Knowledge of Seller Group, there is not threatened, any suspension, cancellation, modification, revocation or nonrenewal of any Seller Group Permit that would be material to the CompanyECM Business. (c) Solely with respect to the ECM Business and since the McKesson Transaction Closing Date, neither Seller Group nor any predecessor has been threatened against received written notice of any use of funds to offer or provide any unlawful contribution, payment, kickback, bribe, gift, gratuity, or entertainment. Seller Group is in compliance in all material respects with, and solely with respect to the Company ECM Business and since January 1, 2015, Seller Group and McKesson have during all periods for which any applicable statute of limitations has not expired, complied in all material respects with, the applicable provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and any other applicable U.S. or any of its Subsidiariesnon-U.S. anti-corruption or anti-bribery laws and regulations. (d) Notwithstanding anything herein to the contrary, the representations and warranties contained in Section 2.5(a)(i) will not apply with respect to: (i) compliance with applicable Laws with respect to employee, labor and employee-benefits matters, which is exclusively addressed in the representations and warranties contained in Section 2.7 and Section 2.8, as applicable; (ii) compliance with applicable Laws with respect to intellectual property matters, which is exclusively addressed in the representations and warranties in Section 2.9; (iii) compliance with applicable Laws with respect to data privacy matters, which is exclusively addressed in the representations and warranties in Section 2.17; and (iv) compliance with applicable Laws with respect to healthcare regulatory compliance matters, which is exclusively addressed in the representations and warranties in Section 2.18.

Compliance with Applicable Law; Permits. (i) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, Except as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure would not reasonably be expected to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect, (i) Parent and its Subsidiaries hold all permits, licenses, approvals, certificates and other authorizations of and from all, and have made all notifications, registrations, certifications, declarations and filings with, Governmental Entities necessary or advisable for the lawful conduct of their respective businesses as presently conducted, and the ownership or lease of their properties and assets, including without limitation all Laws enforced by the FDA, (ii) all such permits, licenses, approvals, certificates and other authorizations are in full force and effect, (iii) the businesses of Parent and its Subsidiaries have been and are now being operated in compliance with all applicable Laws of all Governmental Entities and (iv) there is no action, suit or proceeding pending or, to Parent’s knowledge, threatened in writing by any Governmental Entity that claims any material violation by Parent or any of its Subsidiaries of applicable Law. (ii) The Company and its Subsidiaries are, and Except as would not have been at all times since January 1, 2001, in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating or reasonably be expected to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable Law is nothave, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect. Since January 1, 2001, neither the Company nor none of Parent or any of its Subsidiaries Subsidiaries, or, to the knowledge of Parent, any of their respective directors, employees, agents or subcontractors, has received been convicted of any notification from crime or engaged in any conduct which could result in debarment or disqualification by the FDA or any comparable Governmental Entity (A) asserting Entity, and there are no proceedings pending or, to the knowledge of Parent, threatened that reasonably might be expected to result in criminal liability or debarment or disqualification by the Company FDA or any comparable Governmental Entity. Each product candidate of Parent or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As clinical trials as of the date hereof, no material investigation or review by any Governmental Entity hereof is pending or, to the Knowledge of the Company, and has been threatened against the Company developed, tested, manufactured and stored by or on behalf of Parent or any of its SubsidiariesSubsidiaries in compliance in all material respects with the U.S. Federal Food, Drug, and Cosmetic Act, as amended, and applicable regulations promulgated thereunder, and all applicable similar Laws, including those requirements relating to “good manufacturing practice,” “good laboratory practice” and “good clinical practice,” as defined by the FDA, and all applicable Law.

Compliance with Applicable Law; Permits. (ia) The CompanyExcept with respect to the matters set forth on Section 4.15 of the Company Disclosure Schedule, its Subsidiaries the Company Entities are, and since January 1, 2019, have been, operating their employees hold businesses in compliance in all authorizationsmaterial respects with all applicable Laws and possess, and since January 1, 2019 have possessed, all licenses, permits, licensesregistrations, certificatespermanent certificates of occupancy, easementsauthorizations, concessionsaccreditations, franchises, variances, exemptions, ordersqualifications, consents, registrations, approvals and clearances certificates from any Governmental Entity required under applicable Law with respect to the operation of all Governmental Entities its business as currently conducted (including all authorizations under the Federal Foodcollectively, Drug and Cosmetic Act of 1938, as amended (the "FDCA"“Permits”), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where than those the failure of which to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is notpossess, individually or in the aggregate, is not and would not reasonably likely be expected to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating be material to the Company and its Subsidiaries or their respective businessesEntities, assets or properties, except where taken as a whole. To the failure to be in compliance with the terms Knowledge of the Company Permits Company, no event, circumstances or state of facts has occurred which, with notice or lapse of time or both, would reasonably be expected to constitute a default or violation of any such Applicable Law is notPermit, other than any such default or violation which, individually or in the aggregate, is not, and would not reasonably likely be expected to have a Company Material Adverse Effect. Since January 1be, 2001, neither material to the Company nor any of its Subsidiaries has received any notification from any Governmental Entity (A) asserting that the Company or any of its Subsidiaries is not in material compliance withEntities, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permittaken as a whole. As of the date hereof, no material investigation or review by any Governmental Entity No Action is pending or, to the Knowledge of the Company, threatened against any Company Entity alleging failure to so comply with applicable Law or Permit or with respect to a Permit, related to the nonrenewal, cancellation, suspension, revocation, termination or modification of any such Permit, in each case, except as is not, and would not reasonably be expected to be, material to the Company Entities, taken as a whole. Except as set forth in Section 4.15 of the Company Disclosure Schedule, since January 1, 2019, none of the Company Entities has received any written notice from any Governmental Entity regarding any actual, alleged, possible or potential violation or default of, or failure to comply with, any Law or Permit applicable to the Company Entities or by which any properties or assets owned or used by the Company Entities are bound or affected, and, to the Knowledge of the Company, no Company Entity has been threatened against under any investigation by any Governmental Entity regarding any such non-compliance, except for any of the foregoing that, individually or in the aggregate, is not or would not reasonably be expected to be material to the Company Entities, taken as a whole. (b) Each Company Entity has complied in all material respects with the applicable provisions of the CARES Act, including with respect to the deferral of payroll Taxes permitted thereunder. No Company Entity has applied or is an obligor for any Paycheck Protection Program Loan pursuant to Section 1102 of its Subsidiariesthe CARES Act.

Compliance with Applicable Law; Permits. (ia) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, Except as amended (the "FDCA"set forth on Schedule 3.09(a), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are validEntities are, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to past four (4) years have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries are, and have been at all times since January 1, 2001been, in compliance in all material respects with the terms all applicable Laws, including applicable Healthcare Laws. None of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither the Company nor any of its Subsidiaries Entities has received any notification from any Governmental Entity (A) asserting that the Company or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending written notice or, to the Knowledge of the Company, other communication (written or otherwise) in the past four (4) years from any Governmental Entity of any actual, alleged, possible or potential violations or noncompliance by any Company Entity with respect to any applicable Laws. In the past four (4) years, to the Knowledge of the Company, no event has been threatened against occurred or no condition or state of facts exists which constitutes or, after written notice, would constitute or result in a material violation by the Company Entities of, or a material failure on the part of the Company Entities to comply with, any applicable Laws, including applicable Healthcare Laws. (b) None of the Company Entities or any equityholder, director, officer, manager, managing employee (as such term is defined in 42 U.S.C. § 1320a-5(b)), vendor, or other personnel (whether employees or independent contractors) of its Subsidiariesany Company Entity is currently or has been, or threatened to be: (i) debarred, excluded or suspended by the Department of Health and Human Services Office of Inspector General, the Food and Drug Administration (“FDA”), or the General Services Administration from participating in any Governmental Health Program, convicted of any crime or, to the Knowledge of the Company, engaged in any conduct that would reasonably be expected to result in debarment under 21 U.S.C. § 335a or exclusion pursuant to 42 U.S.C. § 1320a-7; (ii) “suspended” or “debarred” from selling products or services to a Governmental Entity of the United States pursuant to the Federal Acquisition Regulation relating to debarment and suspension applicable to federal government agencies generally (48 C.F.R. Subpart 9.4); (iii) subject to a civil monetary penalty assessed under Section 1128A of the Social Security Act, sanctioned, indicted or convicted of a crime, or pled nolo contendere or to sufficient facts, in connection with any allegation of violation of any Governmental Health Program requirement or Healthcare Law; (iv) listed on the General Services Administration published list of parties excluded from federal procurement programs and non-procurement programs; (v) designated a Specially Designated National or Blocked Person by the Office of Foreign Asset Control of the U.S. Department of Treasury; or (vi) subjected to any other debarment, exclusion, or sanction list or database. (c) None of the Company Entities is party to any corporate integrity agreement or has reporting obligations pursuant to any deferred prosecution, consent decree, settlement, integrity agreement, corrective action plan or other similar obligation, order, or agreement with any Governmental Entity. (d) There are no outstanding material compliance complaints, reports, or corrective actions, or ongoing internal compliance investigations. (e) The Company Entities, and as applicable, their employees hold all material Permits of and from all, and have made all material declarations and filings with, Governmental Entities necessary for the lawful conduct of the respective businesses of the Company Entities as presently conducted. The Permits are valid and in full force and effect, the Company Entities are not in default under the Permits and none of the Permits will be terminated as a result of the transactions contemplated hereby. The Company Entities have fulfilled and performed in all material respects their obligations under each of the Permits, and no event has occurred or condition or state of facts exists which constitutes or, after written notice, would constitute a material breach or default under any such Permit or which permits or, after written notice, would permit revocation or termination of any such Permit, or which might adversely affect in any material respect the rights of any Company Entity under any such Permit, and no Company Entity or Seller has received written notice of cancellation, of default or of any dispute concerning any Permit. Seller has made available to Buyer correct and complete copies of the material Permits.

Compliance with Applicable Law; Permits. (ia) Model and its Subsidiaries are (and during the past five years have been) in compliance in all material respects with all Laws applicable to Model or any of its Subsidiaries. Model and its Subsidiaries hold all material Permits necessary for the lawful conduct of their respective businesses. The Company, operation of the businesses of Model and each of its Subsidiaries and their employees hold respective properties and assets are in compliance with all authorizationsPermits in all material respects. No suspension, permitscancellation or termination of any such Permit is threatened or imminent other than expirations of Permits requiring renewal in the ordinary course of business and Model knows of no basis for such suspension, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals cancellation or termination nor basis upon which any expiring Permit will not be renewed. No approval is required under any Permit in connection with the Transactions and clearances of all Governmental Entities the Transactions will not violate any Permit or cause any Permit to terminate or give any Person the right to terminate such Permit. (including all authorizations under b) Model and its Subsidiaries: (i) are in full compliance with the Federal Food, federal Food Drug and Cosmetic Act and all regulations issued thereunder, (ii) have no reasonable basis to believe that any ingredient used in their products is unsafe when used for its intended purpose, (iii) have conducted appropriate safety testing on each formulation that they produce to assure that such formulations are safe for their intended purpose, (iv) have not received any notification of 1938an adverse event arising from the use of any of their products and/or formulations, as amended (v) have not received any claims or notification of any personal injuries arising from the "FDCA"), use of their products or formulations during the past five (5) years and (vi) do not use any ingredients in any of their products or formulations which would be considered unsafe by the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectAdministration. (iic) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with To the terms Knowledge of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001Model, neither the Company Model nor any of its Subsidiaries has received any notification from any Governmental Entity (A) asserting that the Company or mislabeled any of its Subsidiaries is not in material compliance with, products or at any time since such date has failed to materially comply with, Applicable Law mischaracterized the “natural,” “organic” or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge of the Company, has been threatened against the Company or any of its Subsidiariesother “certified” nature thereof.

Compliance with Applicable Law; Permits. (ia) The None of the Company, its Subsidiaries and their employees hold all authorizationsor, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under to the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations Knowledge of the U.S. Food and Drug Administration (Company, the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to ownAffiliated Radiologists, lease and operate its properties and other assets and to carry on their respective businesses is in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation violation of, or the failure to be valid or in full force and effect ofhas violated, any applicable provisions of any applicable Law or requirements of any Governmental Entity, except for any such Company Permits is notviolations which, individually or in the aggregate, have not had and would not reasonably likely be expected to have a Company Material Adverse Effect. (iib) The Company Each of the Company, its Subsidiaries and, to the Knowledge of the Company, the Affiliated Radiologists holds all permits, licenses, approvals, authorization, registrations, franchises, certificates, notifications, exemptions and other authorizations from all Governmental Entities (“Permits”) required to operate and to carry on the Company’s and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or propertiesSubsidiaries’ business as currently conducted, except where the failure to be in compliance with the terms of the Company Permits or hold such Applicable Law is notPermits, individually or in the aggregate, has not had and would not reasonably likely be expected to have a Company Material Adverse Effect. Since All Permits are in all material respects, in full force and effect and since January 1, 20012008, neither none of the Company nor any of Company, its Subsidiaries has received any notification from any Governmental Entity (A) asserting that the Company or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge of the Company, the Affiliated Radiologists has been threatened against received any written notice from any Governmental Entity asserting that the Company, any of its Subsidiaries or the Affiliated Radiologists is not in material compliance with any Law or material Permit or threatening to suspend, revoke, revise, limit or terminate any material Permit held by the Company, any of its Subsidiaries or the Affiliated Radiologists. (c) Except where the failure to do so would not reasonably be expected to have a Company Material Adverse Effect, each of the physicians who provides radiology services for the Company or any of its Subsidiaries (the “Affiliated Radiologists”) (i) is, solely with respect to providing radiology services for the Company or any of its Subsidiaries, licensed to practice medicine in each of the states in which (1) such physician practices medicine and (2) the patients for which such physician provides radiology interpretations received imaging services, (ii) has, solely with respect to providing radiology services for the Company or any of its Subsidiaries, obtained medical staff privileges at any hospitals at which such physician provides radiology interpretations, and (iii) to the Knowledge of the Company, is not now or has never been during the time such physician has performed radiology services for the Company or any of its Subsidiaries excluded by any Federal Health Care Program. Section 3.12(c) of the Company Disclosure Schedule sets forth a list of the Affiliated Radiologists, as of the date hereof. (d) Notwithstanding anything contained in this Section 3.12, no representation or warranty shall be deemed to be made in this Section 3.12 in respect of the matters referenced in Section 3.05 or Section 3.06 or in respect of environmental, Tax, employee benefits or labor Law matters, each of which matters is addressed by other sections of this Agreement.

Compliance with Applicable Law; Permits. (ia) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, Except as amended (the "FDCA"), and the regulations set forth in Section 2.6 of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for Company Disclosure Schedule: each of the Company and its Subsidiaries to own, lease is and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries are, and have been has at all times since January 1, 2001, been in material compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, ; neither the Company nor any of its Subsidiaries has received any notification notice, order, complaint or other written communication from any Governmental Entity (A) asserting Authority or any other Person that the Company or any of its Subsidiaries has any material Liability under any applicable Law or that it is not or has at any time not been in material compliance with, or at with any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, applicable Law; and no material investigation or review by any Governmental Entity Authority regarding a violation of any applicable Law with respect to the Company or any of its Subsidiaries has occurred, is pending or, to the Knowledge of the Company, has been threatened against is threatened. (b) Each of the Company and its Subsidiaries is in possession of all Permits necessary for the Company or its Subsidiaries to lawfully own, lease and operate its properties and to lawfully carry on its business as it is now being conducted and is proposed to be conducted (the “Company Permits”), a complete and correct list of which is set forth in Section 2.6(b) of the Company Disclosure Schedule. Each of the Company and its Subsidiaries is and has at all times been in compliance with all such Company Permits. No suspension, cancellation, modification, revocation or nonrenewal of any Company Permit has occurred, is pending or, to the Knowledge of the Company, threatened. The Company and its Subsidiaries will continue to have the use and benefit of all Company Permits following consummation of the transactions contemplated by this Agreement and the Transaction Documents. (c) Without limiting the foregoing, the Company has never been and is not now in violation of or in default with respect to (i) the False Claims Act, 31 U.S.C. section 3729 et seq; (ii) the Civil Monetary Penalties Law, 42 U.S.C. section 1320a-7a; (iii) any federal or state anti-kickback statutes, including, but not limited to, 42 U.S.C. section 1320a-7b; (iv) federal or state referral laws, including, but not limited to, 42 U.S.C. section 1395nn; (v) regulations promulgated pursuant to any of its Subsidiariesthe foregoing statutes; (vi) any other federal or state law or regulation of general applicability to health care fraud, governing or regulating the management or licensing of pharmacies or health care providers, or governing or regulating medical billing or reimbursement; or (vii) any Order, including, without limitation, Medicare, Medicaid, the Centers for Medicare and Medicaid Services, nor with any rule of any Medicare or Medicaid carrier or fiscal intermediary or other government contractor administering federal or state health care programs. Neither the Company nor any employee of the Company has at any time (i) been suspended or excluded from participation in Medicare, Medicaid or any other state or federal health care program; (ii) been convicted of a criminal offense related to the delivery of an item or service under Medicare, Medicaid or any other state or federal health care program; or (iii) been convicted of a criminal offense relating to fraud, theft, embezzlement, breach of fiduciary responsibility, or other financial misconduct in connection with the delivery of a health care item or service, or in connection with a program operated by or financed in whole or in part by any federal, state or local Governmental Authority. The Company has not received any overpayment, as defined in 42 U.S.C. sections 1320a-7k(d), that has not been returned within sixty (60) days after the overpayment was identified. The Company has duly filed with the proper authorities all reports and other information that are required by federal and state Governmental Authorities, and all such reports or other information were accurate and complete when filed. The Company is in compliance in all material respects with the Healthcare Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act, and the regulations promulgated thereunder. The Company’s claims files are materially complete, accurate and in material compliance with all Laws, regulations and rules of the Medicare and Medicaid programs and other governmental and non-governmental third-party payors. Such files include all information and documentation required to bxxx to and collect from applicable third-party payors, including, without limitation, any required certificates of medical necessity, assignments of benefits, physician notes, and delivery receipts.

Compliance with Applicable Law; Permits. (ia) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances Each of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease (i) is in compliance with all Applicable Laws in all material respects and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries are, and have has for the past three (3) years been at all times since January 1, 2001, in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or properties, Laws except where the failure to as would not reasonably be in compliance with the terms of the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely expected to have a Company Material Adverse Effect. Since January 1, 2001, neither Neither the Company nor any of its Subsidiaries has received any notification notice, order, complaint or other communication from (x) any Governmental Entity (A) asserting that the Company or any of its Subsidiaries currently is not in material compliance withnot, or at for the past two (2) years has not been, in compliance with any time since such date has failed to materially comply withApplicable Law, Applicable Law in all material respects, or (By) threatening any other Person that the Company or any of its Subsidiaries currently is not, or for the past two (2) years to revoke any material Company Permit. As the Knowledge of the date hereofCompany has not been, no in compliance with any Applicable Law, in all material respects. No investigation or review by any Governmental Entity regarding a violation of any Applicable Law with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, has been threatened against threatened. (b) Each of the Company and its Subsidiaries is in possession of all material Permits reasonably required by Applicable Law for the Company or its Subsidiaries to lawfully own, lease and operate its properties and to lawfully carry on its business as it is now being conducted (the “Company Permits”), in all material respects. Section 2.6(b) of the Company Disclosure Schedule sets forth a complete and correct list of the Company Permits. Each of the Company and its Subsidiaries is in material compliance with all such Company Permits. No suspension, cancellation, modification, revocation or nonrenewal of any material Company Permit is pending or, to the Knowledge of its Subsidiariesthe Company, threatened. (c) None of the representations and warranties contained in this Section 2.6 shall be deemed to relate to executive compensation and employee benefits related matters (which are principally governed by Section 2.11) or Tax matters (which are governed by Section 2.16).

Compliance with Applicable Law; Permits. (ia) The CompanyEach of the Acquired Companies, its Subsidiaries including the Acquired Business is not, and their employees hold since the Lookback Date has not been, in violation of any Law applicable to the Acquired Companies, except for violations that would not be reasonably be expected to be, individually or in the aggregate, material to the Acquired Business, taken as a whole, and each of the Acquired Companies has obtained, maintained in full force and effect and is, and since the Lookback Date has been, in compliance with all authorizations, permits, licenses, certificates, easements, concessions, franchises, variancesPermits, exemptions, orders, consents, registrations, approvals orders and clearances of all franchises from Governmental Entities (including all authorizations under required to conduct the Federal Food, Drug Acquired Business and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other their respective assets and properties related to carry on their respective businesses the Acquired Business as conducted by the Acquired Companies, except for (x) any such licenses the absence of which or (y) any noncompliance with which would not be reasonably expected to be, individually or in the manner described aggregate, material to the Acquired Business, taken as a whole (collectively, the “Material Permits”). (b) Schedule 3.6(b) of the Disclosure Letter sets forth a true, correct and complete list of all Material Permits, true, correct and complete copies of which have been made available to Purchaser. No suspension, cancellation, modification, revocation or nonrenewal of any Material Permit is pending or, to the Knowledge of Seller or any of the Acquired Companies, threatened, except for where such suspension, cancellation, revocation or nonrenewal would not reasonably be expected to be, individually or in the Company SEC Documents filed prior aggregate, material to the date hereof and Acquired Business, taken as they are being conducted a whole. (c) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Business, taken as a whole, since the Lookback Date none of the date hereof (the "Company Permits")Acquired Companies or any director, and all Company Permits are valid, and in full force and effect, except where the failure to haveofficer, or employee of any of the suspension Acquired Companies, or, to the Knowledge of Seller or cancellation of, or any of the failure to be valid or in full force and effect ofAcquired Companies, any such Company Permits agent, third party advisor, employee or other Person acting on behalf of any of the Acquired Companies, (i) is or has been in violation of any provision of the Anti-Corruption Laws with respect to the Acquired Business or (ii) has directly or indirectly made, offered, agreed, requested or taken any other act in furtherance of an offer, promise or authorization of any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment in violation of any of the Anti-Corruption Laws with respect to the Acquired Business. Seller has instituted and maintains policies and procedures reasonably designed to ensure compliance with the Anti-Corruption Laws. (d) Except as would not, individually or in the aggregate, reasonably likely be material to have the Acquired Business, taken as a Company Material Adverse Effect. (ii) The Company and its Subsidiaries arewhole, and have since the Lookback Date each of the Acquired Companies has been at all times since January 1, 2001, in full compliance with the terms of U.S. International Traffic in Arms Regulations (22 C.F.R. §§ 120 – 130) and the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity Export Administration Regulations (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither the Company nor any of its Subsidiaries has received any notification from any Governmental Entity (A) asserting that the Company or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge of the Company, has been threatened against the Company or any of its Subsidiaries15 C.F.R. §§ 730 – 780).

Compliance with Applicable Law; Permits. Except as set forth on Schedule 3.9, (ia) The Companythe business of the Group Companies is, its Subsidiaries and their employees hold during the past three (3) years has been, operated in compliance in all authorizationsmaterial respects with all applicable laws, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals ordinances and clearances binding orders of all Governmental Entities (including all authorizations under the United States Federal Food, Drug Communications Commission and Cosmetic Act of 1938, as amended (the "FDCA"United States Federal Aviation Administration), and the regulations (b) all properties of the U.S. Food and Drug Administration Group Companies (including the "FDA") promulgated thereunder) and third Persons IWG Sites), other than those which are required for under construction, have been operated in all material respects in accordance with all Material Permits, (c) all properties of the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in Group Companies (including the manner described in the Company SEC Documents filed prior to the date hereof and as they IWG Sites) which are under construction are being conducted as of the date hereof constructed and (the "Company Permits"), and all Company Permits if applicable) are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries are, and have been at operated in all times since January 1, 2001, material respects in compliance accordance with the terms of the Company all Material Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered (d) no Group Company or IWG Site has been charged by any Governmental Entity (all such lawsor, statutesto the Company’s knowledge, rulesthreatened with any material breach or violation of, regulationsor material default in the performance, judgmentsobservance or fulfillment of, decisions and orders, collectively, "Applicable Law") any applicable law relating to the Company ownership, use, occupancy management, repair, construction, replacement or operation of its properties. The Group Companies hold all material permits, licenses, approvals, certificates and its Subsidiaries or other authorizations of and from all, and have made all material declarations and filings with, Governmental Entities required for the conduct of their respective businessesbusinesses as presently conducted (“Material Permits”), assets and no Material Permit is the subject of any pending or, to the Company’s knowledge, threatened challenge or propertiesproceeding to revoke, except where the failure terminate, suspend, cancel, modify, or nonrenewal of any such Material Permit, or to be in compliance with the terms of the Company Permits fine or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effectadmonish any Group Company. Since January 1, 20012019, neither to the knowledge of the Company nor any of its Subsidiaries has received any notification from any Governmental Entity (A) asserting that the Company or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As as of the date hereof, no event has occurred that, with or without a notice or lapse of time or both, would reasonably be expected to result in the revocation, termination, suspension, cancellation, modification or nonrenewal of any Material Permit. All Material Permits are validly held by the applicable Group Company and are in full force and effect. The Group Companies are in compliance in all material investigation or review respects with the terms and conditions of all such Material Permits held by any Governmental Entity is pending or, to the Knowledge of the Company, has been threatened against the Company or any of its Subsidiariesthem.

Compliance with Applicable Law; Permits. (ia) The CompanyGroup Companies are, its Subsidiaries and their employees since December 31, 2015 have been, in compliance in all material respects with all applicable Laws. No Group Company is currently subject to any material fine, penalty or Liability as a result of a failure to comply with any requirement of any applicable Law, and no Group Company has received any notice of such noncompliance that remains unresolved. No Group Company is a party to any corporate integrity agreement, monitoring agreement, consent decree, settlement order, or similar agreement with or imposed by any Governmental Entity. The Group Companies hold all authorizations, material permits, licenses, certificatesapprovals, easementsaccreditations, concessionscertificates and other authorizations (each, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all a “Permit”) required by Law or any Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required Entity for the such Group Company and its Subsidiaries to own, lease and operate its properties and other assets and or to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof its business as it as presently conducted. Schedule 3.9(a) sets forth a correct and as they are being conducted as complete list of the date hereof (the "Company all such Permits"), and all Company . All such Permits are current, valid, and in full force and effecteffect in each jurisdiction in which such Permits were issued and no revocation, except where the failure to havesuspension, restriction, cancellation or the suspension or cancellation of, or the failure to be valid or in full force and effect of, adverse modification of any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither the Company nor any of its Subsidiaries has received any notification from any Governmental Entity (A) asserting that the Company or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity Permit is pending or, to the Knowledge Company’s knowledge, threatened. No material violation, default or deficiency exists with respect to any such Permit. (b) Except as set forth in Schedule 3.9(b), since December 31, 2015 (i) no Group Company has received written notice that it is, has been, or will be the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any Governmental Entity, professional review organization, accrediting organization, or certifying agency, and (ii) no Group Company has received any written notice of deficiency, warning letter, notice of required corrective action or other similar communication with respect to any alleged improper activity or violation of Law. The Company has made available to Buyer complete and correct copies of all surveys, audits, observations or findings related to inspections or investigations of any Group Company conducted by any Governmental Entity, in each case, that are in the Company, has been threatened against the Company or any of its Subsidiaries’s possession.

Compliance with Applicable Law; Permits. (ia) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including including, without limitation, all authorizations under those that may be required by the Federal Food, Drug and Cosmetic Act of 1938, as amended (FDA or any other Governmental Entity engaged in the "FDCA"), and the regulations regulation of the U.S. Food and Drug Administration (the "FDA"Company's products) promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease lease, license and operate its properties and other assets and to carry on their respective businesses business in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all the Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect. (iib) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") Laws relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable applicable Law is would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect. Since January 1, 2001, neither the Company nor any of its Subsidiaries has received any notification from any Governmental Entity (Ai) asserting that the Company or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable applicable Law or (Bii) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge knowledge of the Company, has been threatened against the Company or any of its Subsidiaries.

Compliance with Applicable Law; Permits. (a) Solely with respect to the Interconnect Program, (i) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), Seller and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The Company and its Related Subsidiaries are, and have been at all times since January 1, 2001been, in compliance with the terms of the Company Permits and all lawsApplicable Laws in all material respects, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law"ii) relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither the Company Seller nor any of its Subsidiaries Related Subsidiary has received any notification from any Governmental Entity (A) asserting written notice, Order, complaint or other communication that the Company either Seller or any of its Subsidiaries is Related Subsidiary have any material Liability under any Applicable Law which has not been fully discharged or extinguished, or that either Seller or any Related Subsidiary are not, or have not been, in material compliance with, or at with any time since such date has failed to materially comply with, Applicable Law or and, to the Knowledge of Seller, there is no reasonable basis therefor, and (Biii) threatening neither Seller nor any Related Subsidiary has received any written notice of, and, to revoke the Knowledge of Seller, there has not occurred, is not pending and is not threatened, any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity with respect to either Seller or any Related Subsidiary regarding a violation of any Applicable Law by either Seller or any Related Subsidiary, which has subjected, or is pending orreasonably likely to subject, either Seller or any Related Subsidiary to any material Liability and, to the Knowledge of Seller, there is no reasonable basis therefor. (b) Seller and each of the CompanyRelated Subsidiaries are in possession of, and in compliance with all material Permits necessary or appropriate for Seller and the Related Subsidiaries to lawfully own, lease and operate the Purchased Assets (the “Seller Permits”) . Neither Seller nor any Related Subsidiary has been threatened against received any written notice of, and to the Company Knowledge of Seller, there has not occurred, is not pending and is not threatened, any suspension, cancellation, modification, revocation or nonrenewal of any Seller Permit which has subjected, or is reasonably likely to subject, either Seller or any Related Subsidiary to any material Liability and, to the Knowledge of its SubsidiariesSeller, there is no reasonable basis therefor.

Compliance with Applicable Law; Permits. (ia) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, Except as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure would not reasonably be expected to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect. , (iia) The Company Parent and its Subsidiaries arehold all permits, licenses, approvals, certificates and other authorizations of and from all, and have made all notifications, registrations, certifications, declarations and filings with, Governmental Entities necessary or advisable for the lawful conduct of their respective businesses as presently conducted, and the ownership or lease of their properties and assets, including without limitation all Laws enforced by the FDA, (b) all such permits, licenses, approvals, certificates and other authorizations are in full force and effect, (c) the businesses of Parent and its Subsidiaries have been at all times since January 1, 2001, and are now being operated in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgmentsLaws of all Governmental Entities and (d) there is no action, decisions and orders entered suit or proceeding pending or, to Parent’s knowledge, threatened in writing by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and that claims any material violation by Parent or any of its Subsidiaries of applicable Law. (b) Except as would not have or their respective businesses, assets or properties, except where the failure reasonably be expected to be in compliance with the terms of the Company Permits or such Applicable Law is nothave, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect. Since January 1, 2001, neither the Company nor none of Parent or any of its Subsidiaries Subsidiaries, or, to the knowledge of Parent, any of their respective directors, employees, agents or subcontractors, has received been convicted of any notification from crime or engaged in any conduct which could result in debarment or disqualification by the FDA or any comparable Governmental Entity (A) asserting Entity, and there are no proceedings pending or, to the knowledge of Parent, threatened that reasonably might be expected to result in criminal liability or debarment or disqualification by the Company FDA or any comparable Governmental Entity. Each product candidate of Parent or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As clinical trials as of the date hereof, no material investigation or review by any Governmental Entity hereof is pending or, to the Knowledge of the Company, and has been threatened against the Company developed, tested, manufactured and stored by or on behalf of Parent or any of its SubsidiariesSubsidiaries in compliance in all material respects with the U.S. Federal Food, Drug, and Cosmetic Act, as amended, and applicable regulations promulgated thereunder, and all applicable similar Laws, including those requirements relating to “good manufacturing practice,” “good laboratory practice” and “good clinical practice,” as defined by the FDA, and all applicable Law.

Compliance with Applicable Law; Permits. (ia) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including including, without limitation, all authorizations under those that may be required by the Federal Food, Drug and Cosmetic Act of 1938, as amended (FDA or any other Governmental Entity engaged in the "FDCA"), and the regulations regulation of the U.S. Food and Drug Administration (the "FDA"Company’s products) promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease lease, license and operate its properties and other assets and to carry on their respective businesses business in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "“Company Permits"”), and all the Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect. (iib) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") Laws relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable applicable Law is would not, individually or in the aggregate, reasonably likely be expected to have a an Company Material Adverse Effect. Since January 1, 2001, neither the Company nor any of its Subsidiaries has received any notification from any Governmental Entity (Ai) asserting that the Company or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable applicable Law or (Bii) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge knowledge of the Company, has been threatened against the Company or any of its Subsidiaries.

Compliance with Applicable Law; Permits. Except as set forth on Schedule 3.5 of the Seller Disclosure Schedule: (ia) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits Acquired Business is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, operated in compliance in all material respects with all Laws in each jurisdiction in which the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries Acquired Business operates or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effectconducts business. Since January 1, 20012015, neither the Company Seller nor any of its Subsidiaries the Acquired Companies has received any notification from any Governmental Entity (Ai) asserting written notice or Order, or to the Knowledge of Seller, a threatened claim, that the Company or Acquired Business is in violation of any of its Subsidiaries applicable Law and (ii) written notice of, and there has not occurred, is not pending and, to the Knowledge of Seller, is not threatened in material compliance withwriting, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity with respect to the Acquired Business regarding a violation of any applicable Law by the Acquired Business, that (in any such case (i) or (ii)) would reasonably be likely to result in any material Liability to the Acquired Business. (b) The Acquired Business is pending orin possession of all material Permits necessary for the ownership and operation of the Acquired Business (the “Acquired Company Permits”). The Acquired Business is in compliance with all Acquired Company Permits in all material respects. Neither Seller (related to the Acquired Business) nor any of the Acquired Companies has received any written notice of, and there has not occurred, and to the Knowledge of Seller, is not threatened, any suspension, cancellation, modification, revocation or nonrenewal of any Acquired Company Permit that has subjected, or would reasonably be likely to subject, the Company, has been threatened against the Company or Acquired Business to any of its Subsidiariesmaterial Liability.

Compliance with Applicable Law; Permits. (ia) The Company, Company and each of its Subsidiaries and their employees hold Producers are, and have at all authorizationstimes since June 1, 2019 been, in compliance in all material respects with and are not in material default under or in material violation of any applicable Laws (including any regulatory capital requirement of any Governmental Entity with respect to the Company and/or its Subsidiaries). Except as set forth in Section 5.15(a) of the Company Disclosure Schedule, none of the Company or any of its Subsidiaries or Producers has since June 1, 2019 received or been the subject of any notice or communication from any Governmental Entity, qui tam realtor or other third party alleging that the Company or any of its Subsidiaries or Producers are not in compliance in any material respect with any Law, nor since June 1, 2019 has any such Action been filed or commenced with respect to a material violation (or alleged violation) of any applicable Law by the Company or any of its Subsidiaries or Producers, and there are no facts or circumstances which could be the basis for any such notice, claim, assertion or Action. To the Knowledge of the Company, there is no investigation by a Governmental Entity pending with respect to any material violation of any applicable Law by the Company or any of its Subsidiaries or Producers. (b) The Company and each of its Subsidiaries, and all applicable Associated Persons, possesses all material franchises, grants, licenses, permits, licensesqualifications, registrations, easements, variances, exceptions, consents, certificates, easementsclearances, concessionspermissions, franchisesapprovals, variancespermanent certificates of occupancy, exemptions, orders, consents, registrations, approvals authorizations and clearances of all certificates from any Governmental Entities (including all authorizations Entity required under applicable Law with respect to the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations operation of the U.S. Food and Drug Administration Business (the "FDA") promulgated thereunder) and third Persons which are required for collectively, “Permits”). Except as would not reasonably be expected to be material to the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses or except as set forth in the manner described in Section 5.15(b) of the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof Disclosure Schedule, (the "Company Permits"), and i) all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The the Company and its Subsidiaries Subsidiaries, and each of their respective Producers are, and have been at all times since January June 1, 20012019, in compliance with the terms of the Company Permits and all lawsPermits, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law"iii) relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither the Company nor any of its Subsidiaries has have since June 1, 2019 received any notification notice of any suspension, revocation, cancellation, termination, non-renewal or adverse modification of any Permit, in whole or in part, and (iv) there is no Action pending or threatened that would reasonably be expected to result in (nor is there any existing condition, situation or set of circumstances that would reasonably be expected to result in) the revocation, cancellation, termination, non-renewal or adverse modification of any Permit in whole or in part. None of the Permits will be revoked, canceled, terminated or adversely modified as a result of the consummation of the transactions contemplated hereby. (c) All reports, statements, documents, registrations, filings, applications and submissions required to be submitted by the Company and its Subsidiaries to Governmental Entities have been timely filed in all material respects and have complied in all material respects with all applicable Law in effect when filed and no material deficiencies have been asserted by any such Governmental Entities that have not been resolved to the satisfaction of such Governmental Entities. (d) The Company and its Subsidiaries are and have been since June 1, 2019, in compliance in all material respects with the Violent Crime and Law Enforcement Act of 1994, and none of their managers, directors, officers, employees or agents have ever been convicted of a crime involving dishonesty or breach of trust or any crime under 18 U.S.C. § 1033 unless such individual has obtained prior written consent to engage in the insurance business from any the state insurance Governmental Entity (A) asserting that the Company or any of its Subsidiaries is not with jurisdiction over such individual and such written consent remains effective and in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge of the Company, has been threatened against the Company or any of its Subsidiariesforce.

Compliance with Applicable Law; Permits. (ia) The Company, None of the Company or its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses is in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, breach or the suspension or cancellation violation of, or default under, and none of the failure to be valid Company or any of its Subsidiaries has been since January 1, 2008 in full force and effect breach or violation of, or default under, any Law, Permit or requirements of any Governmental Entity applicable to the Company or its Subsidiaries, except for any such Company Permits is notbreaches, violations or defaults which, individually or in the aggregate, have not had and would not reasonably likely be expected to have a Company Material Adverse Effect. (iib) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms Each of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesseshas been duly granted and holds all Permits required to operate and to carry on its business as currently, assets or propertiesand as presently proposed to be, conducted, except where the failure to be in compliance with the terms of the Company Permits or hold such Applicable Law is notPermits, individually or in the aggregate, has not had and would not reasonably likely be expected to have a Company Material Adverse Effect. Since All Permits are in all material respects in full force and effect and since January 1, 20012008, neither none of the Company nor any of or its Subsidiaries has received any notification written notice from any Governmental Entity (A) asserting that the Company or any of its Subsidiaries is not in material compliance with, or at with any time since such date has failed to materially comply with, Applicable Law or (B) Permit or threatening to revoke suspend, revoke, revise, limit or terminate any material Company Permit. As of the date hereof, no material investigation or review Permit held by any Governmental Entity is pending or, to the Knowledge of the Company, has been threatened against the Company or any of its Subsidiaries. (c) Notwithstanding anything contained in this Section 3.11, no representation or warranty shall be deemed to be made in this Section 3.11 in respect of environmental (Section 3.17), Tax (Section 3.09), employee benefits (Section 3.10) or labor Law (Section 3.19) matters, each of which matters is addressed by other sections of this Agreement.

Compliance with Applicable Law; Permits. (ia) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, Except as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to would not reasonably be valid or in full force and effect of, any such Company Permits is notexpected, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The be material to the Company and its Subsidiaries areSubsidiaries, and have been at all times taken as a whole, since January 1, 20012019, (i) the Company and each of its Subsidiaries has been and is in compliance with all applicable Laws, (ii) the Company and each of its Subsidiaries has possessed all licenses, permits, registrations, permanent certificates of occupancy, authorizations, and certificates issued by the applicable Governmental Entity necessary to operate its business as currently conducted (collectively, “Permits”), (iii) all Permits have been and are valid and in good standing (to the extent such concept is applicable) and have been and are in full force and effect, (iv) the Company and the Company’s Subsidiaries are in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulationssuch Permits, and (v) all applicable judgments, decisions material fees and orders entered by any Governmental Entity charges with respect to such Permits as of the date of this Agreement have been paid in full. (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law"b) relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be Except as set forth in compliance with the terms Section 5.15(b) of the Company Permits Disclosure Schedule or such Applicable Law is notas would not reasonably be expected, individually or in the aggregate, reasonably likely to have be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effect. Since whole, since January 1, 20012019, neither none of the Company nor or any of its Subsidiaries has received any notification written notice from any Governmental Entity (A) asserting that regarding any actual, alleged, possible or potential violation of, or failure to comply with, any Law or Governmental Order applicable to the Company or any of its Subsidiaries is not in material compliance with, or at by which any time since such date has failed to materially comply with, Applicable Law properties or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation assets owned or review used by any Governmental Entity is pending or, to the Knowledge of the Company, has been threatened against the Company or any of its SubsidiariesSubsidiaries are bound or affected.

Compliance with Applicable Law; Permits. (a) With respect to the conduct or operation of the Business and the ownership or use of the Purchased Assets, (i) The Company, its Subsidiaries Seller and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances each of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries are, and have been at all times since January 1, 2001been, in compliance with the terms of the Company Permits and all lawsApplicable Laws in all material respects, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law"ii) relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither the Company Seller nor any of its Subsidiaries has received any notification from written notice, Order, complaint or other communication that Seller or any Governmental Entity (A) asserting of its Subsidiaries has any material Liability under any Applicable Law which has not been fully discharged or extinguished, or that the Company Seller or any of its Subsidiaries is not, or has not been, in material compliance with, or at with any time since such date has failed to materially comply with, Applicable Law or and, to the Knowledge of Seller, there is no reasonable basis therefor, and (Biii) threatening neither Seller nor any of its Subsidiaries has received any written notice of, and, to revoke the Knowledge of Seller, there has not occurred, is not pending and is not threatened, any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity with respect to Seller regarding a violation of any Applicable Law by Seller or any of its Subsidiaries, which has subjected, or is pending orreasonably likely to subject, Seller or any of its Subsidiaries to any material Liability and, to the Knowledge of Seller, there is no reasonable basis therefor. (b) Seller and each of its Subsidiaries are in possession of, and in compliance with all material Permits necessary or appropriate for Seller or its Subsidiaries to lawfully own, lease and operate the CompanyPurchased Assets and to lawfully carry on the Business as currently conducted consistent with past practice (the “Seller Permits”), a complete and correct list of which is set forth, as of the date hereof, in Section 2.4(b) of the Seller Disclosure Schedule. Each Transferred Permit is valid and in full force and effect. Neither Seller nor any of its Subsidiaries has been threatened against received any written notice of, and to the Company Knowledge of Seller, there has not occurred, is not pending and is not threatened, any suspension, cancellation, modification, revocation or nonrenewal of any Seller Permit which has subjected, or is reasonably likely to subject, Seller or any of its SubsidiariesSubsidiaries to any material Liability and, to the Knowledge of Seller, there is no reasonable basis therefor.

Compliance with Applicable Law; Permits. (a) Except as set forth in Section 2.5(a) of the Disclosure Schedule, with respect to the ownership of the Membership Interests, the conduct or operation of the Business (including the Company’s business) and/or the ownership or use of the Purchased Assets, (i) The Companyeach Seller, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its each of the Related Subsidiaries are in compliance with all Applicable Laws in all material respects, (ii) none of Seller, the Company and the Related Subsidiaries has received any written notice, Order, complaint or other communication that any Seller, the Company or any of the Related Subsidiaries is not in material compliance with any Applicable Law and (iii) none of the Sellers, the Company and the Related Subsidiaries has received any written notice of, or is subject to, any pending and or threatened Action, investigation or review by any Governmental Entity regarding a material violation of any Applicable Law by any Seller, the Company or any Related Subsidiaries. (b) Sellers, the Company and each of the Related Subsidiaries are in possession of, and in compliance in all material respects with all material Permits necessary or appropriate for each Seller, the Company and each of the Related Subsidiaries to lawfully own, lease and operate its properties and other assets the Purchased Assets and to lawfully carry on their respective businesses in the manner described in Business (including the Company SEC Documents filed prior to the date hereof and Company’s business), as they are being currently conducted as of the date hereof (the "Company “Seller Permits"”), and all Company Permits are valid, . Each such Seller Permit is valid and in full force and effect, except where as would not have a Material Adverse Effect. None of Sellers, the failure to have, or Company and any of the suspension or cancellation Related Subsidiaries has received any written notice of, or and to the failure to be valid or in full force Knowledge of Sellers, there has not occurred, is not pending and effect ofis not threatened, any such Company Permits is notsuspension, individually cancellation, modification, revocation or in the aggregatenonrenewal of any Seller Permit, reasonably likely to except as would not have a Company Material Adverse Effect. (ii) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries or their respective businesses, assets or properties, except where the failure to be in compliance with the terms of the Company Permits or such Applicable Law is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither the Company nor any of its Subsidiaries has received any notification from any Governmental Entity (A) asserting that the Company or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge of the Company, has been threatened against the Company or any of its Subsidiaries.

Compliance with Applicable Law; Permits. (ia) The Company, its Subsidiaries and their employees hold all authorizations, permits, licenses, certificates, easements, concessions, franchises, variances, exemptions, orders, consents, registrations, approvals and clearances of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, Except as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) and third Persons which are required for the Company and its Subsidiaries to own, lease and operate its properties and other assets and to carry on their respective businesses in the manner described in the Company SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the "Company Permits"), and all Company Permits are valid, and in full force and effect, except where the failure would not reasonably be expected to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Company Permits is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. , (iia) The Company and its Subsidiaries are, and have been at all times since January 1, 2001, in compliance with the terms of the Company Permits and all laws, statutes, orders, rules and regulations, and all applicable judgments, decisions and orders entered by any Governmental Entity (all such laws, statutes, rules, regulations, judgments, decisions and orders, collectively, "Applicable Law") relating to the Company and its Subsidiaries hold all permits, licenses, approvals, certificates and other authorizations of and from, and have made all notifications, registrations, certifications, declarations and filings with, all Governmental Entities necessary or advisable for the lawful conduct of their respective businessesbusinesses as presently conducted, assets and the ownership or propertieslease of their properties and assets, except where including without limitation all Laws enforced by the failure to be FDA, (b) all such permits, licenses, approvals, certificates and other authorizations are in full force and effect, (c) the businesses of the Company and its Subsidiaries have been and are now being operated in compliance with all applicable Laws of all Governmental Entities and (d) there is no action, suit or proceeding pending or, to the terms of Company’s knowledge, threatened in writing by any Governmental Entity that claims any material violation by the Company Permits or such Applicable Law is notany of its Subsidiaries of applicable Law. (b) Except as would not have or reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Since January 1, 2001, neither none of the Company nor or any of its Subsidiaries Subsidiaries, or, to the knowledge of the Company, any of their respective directors, employees, agents or subcontractors, has received been convicted of any notification from crime or engaged in any conduct which could result in debarment or disqualification by the FDA or any comparable Governmental Entity (A) asserting Entity, and there are no proceedings pending or, to the knowledge of the Company, threatened that reasonably might be expected to result in criminal liability or debarment or disqualification by the FDA or any comparable Governmental Entity. Each product candidate of the Company or any of its Subsidiaries is not in material compliance with, or at any time since such date has failed to materially comply with, Applicable Law or (B) threatening to revoke any material Company Permit. As clinical trials as of the date hereof, no material investigation or review by any Governmental Entity hereof is pending or, to the Knowledge of the Company, and has been threatened against developed, tested, manufactured and stored by or on behalf of the Company or any of its SubsidiariesSubsidiaries in compliance in all material respects with the U.S. Federal Food, Drug, and Cosmetic Act, as amended, and applicable regulations promulgated thereunder, and all applicable similar Laws, including those requirements relating to “good manufacturing practice,” “good laboratory practice” and “good clinical practice,” as defined by the FDA, and all applicable Law.