Common use of Compliance with Applicable Laws; Outstanding Orders Clause in Contracts

Compliance with Applicable Laws; Outstanding Orders. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Amedisys, Amedisys and its subsidiaries hold all permits, licenses, accreditations, certifications, qualifications, agreements, authorizations, easements, franchises, rulings, waivers, consents, variances, exemptions, orders, registrations and approvals of all Governmental Entities or accreditation organizations, or the administrative agents thereof (“Permits”) that are required for the operation of the businesses of Amedisys and its subsidiaries as currently conducted (the “Amedisys Permits”), and all such Amedisys Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending agency approval. Amedisys and its subsidiaries are in compliance with the terms of the Amedisys Permits and all applicable federal, national, state, provincial, local or supranational laws (statutory, common or otherwise), acts, statutes, constitutions, treaties, ordinances, guidance, codes, ordinances, rules or regulations promulgated, administrative interpretation, policy, or decisions, directives or Orders or other similar requirements issued, enacted, adopted, promulgated, implemented, applied or otherwise put in to effect or enforced by any Governmental Entity (collectively, “Applicable Laws”) relating to Amedisys and its subsidiaries or their respective businesses or properties, except where the failure to be in compliance with such Amedisys Permits or Applicable Laws, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Amedisys. Neither Amedisys nor any of its subsidiaries is subject to any outstanding Order that, individually or in the aggregate, would reasonably be expected to (i) have a Material Adverse Effect on Amedisys or (ii) prevent, materially impair or materially delay the ability of Amedisys to consummate any of the transactions contemplated hereby.

Compliance with Applicable Laws; Outstanding Orders. Except as(i) MWV, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities that are required for the operation of the businesses of MWV and its subsidiaries (the “MWV Permits”), except where the failure to have any such MWV Permits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Amedisys, Amedisys and its subsidiaries hold all permits, licenses, accreditations, certifications, qualifications, agreements, authorizations, easements, franchises, rulings, waivers, consents, variances, exemptions, orders, registrations and approvals of all Governmental Entities or accreditation organizations, or the administrative agents thereof (“Permits”) that are required for the operation of the businesses of Amedisys and its subsidiaries as currently conducted (the “Amedisys Permits”), and all such Amedisys Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending agency approvalMWV. Amedisys MWV and its subsidiaries are in compliance with the terms of the Amedisys MWV Permits and all applicable federal, national, state, provincial, local or supranational laws (statutory, common or otherwise), actslaws, statutes, constitutionsorders, treatiesrules, ordinancesregulations, guidance, codes, ordinances, rules policies or regulations guidelines promulgated, administrative interpretationor judgments, policy, decisions or decisions, directives or Orders or other similar requirements issued, enacted, adopted, promulgated, implemented, applied or otherwise put in to effect or enforced orders entered by any Governmental Entity (collectively, “Applicable Laws”) relating to Amedisys MWV and its subsidiaries or their respective businesses or properties, except where the failure to be in compliance with such Amedisys Permits or Applicable Laws, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysMWV. No action, demand, requirement or investigation by any Governmental Entity and no suit, action, investigation or proceeding by any person, in each case with respect to MWV or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of MWV, threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to (A) have a Material Adverse Effect on MWV or (B) prevent or materially delay the consummation of any of the transactions contemplated hereby. (ii) Neither Amedisys MWV nor any of its subsidiaries is subject to any outstanding Order order, injunction or decree that, individually or in the aggregate, would reasonably be expected to (iA) have a Material Adverse Effect on Amedisys MWV or (iiB) prevent, materially impair prevent or materially delay the ability consummation of Amedisys to consummate any of the transactions contemplated hereby.

Compliance with Applicable Laws; Outstanding Orders. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Amedisys, Amedisys Rubicon Project and its subsidiaries Subsidiaries hold all permits, licenses, accreditations, certifications, qualifications, agreements, authorizations, easements, franchises, rulings, waivers, consents, variances, exemptions, orders, registrations and approvals of all Governmental Entities or accreditation organizations, or the administrative agents thereof (“Permits”) that are required for the operation of the businesses of Amedisys Rubicon Project and its subsidiaries as currently conducted Subsidiaries (the “Amedisys Rubicon Project Permits”), and all such Amedisys Rubicon Project Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending agency approval, in each case except as, individually and in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Rubicon Project. Amedisys Rubicon Project and its subsidiaries Subsidiaries are in compliance with the terms of the Amedisys Rubicon Project Permits and all applicable federal, national, state, provincial, local or supranational laws (statutory, common or otherwise), acts, statutes, constitutions, treaties, ordinances, guidance, codes, ordinances, rules or regulations promulgated, administrative interpretation, policy, or decisions, directives or Orders or other similar requirements issued, enacted, adopted, promulgated, implemented, applied or otherwise put in to effect or enforced by any Governmental Entity (collectively, “Applicable Laws”) Laws relating to Amedisys Rubicon Project and its subsidiaries Subsidiaries or their respective businesses or properties, except where the failure to be in compliance with such Amedisys Rubicon Project Permits or Applicable Laws, individually or and in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysRubicon Project. Neither Amedisys Rubicon Project nor any of its subsidiaries Subsidiaries is subject to any outstanding Order order, injunction or decree of a Governmental Entity that, individually or and in the aggregate, would reasonably be expected to (i) have a Material Adverse Effect on Amedisys Rubicon Project or (ii) prevent, materially impair prevent or materially delay the ability consummation of Amedisys to consummate any of the transactions contemplated hereby. Neither Rubicon Project nor its Subsidiaries is in material violation of any outstanding order, injunction or decree of a Governmental Entity to which it is subject.

Compliance with Applicable Laws; Outstanding Orders. Except as(i) Janus and its subsidiaries hold all permits, licenses, registrations, approvals and similar authorizations of all Governmental Entities that are required for the operation of the businesses of Janus and its subsidiaries (the Janus Permits) and such Janus Permits are in full force and effect, except where the failure to have any such Janus Permits or to maintain such Janus Permits in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysJanus. Except as would not, Amedisys and its subsidiaries hold all permitsindividually or in the aggregate, licensesreasonably be expected to have a Material Adverse Effect on Janus, accreditations, certifications, qualifications, agreements, authorizations, easements, franchises, rulings, waivers, consents, variances, exemptions, orders, registrations and approvals of all Governmental Entities or accreditation organizations, or the administrative agents thereof (“Permits”) that are required for the operation of the businesses of Amedisys and its subsidiaries as currently conducted (the “Amedisys Permits”), and all such Amedisys Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending agency approval. Amedisys Janus and its subsidiaries are not, and since January 1, 2015 have not been in, and have not received written notice of, a violation or breach of, or default under, any Janus Permit. (ii) Janus, its subsidiaries and their operations are, and at all times since January 1, 2015 have been, in compliance with the terms of the Amedisys Janus Permits and all applicable federal, national, state, provincial, local or supranational laws (statutory, common or otherwise), actslaws, statutes, constitutions, treaties, ordinances, guidance, codes, ordinancesorders, rules or regulations promulgated, administrative interpretation, policy, or decisions, directives or Orders or other similar requirements issued, enacted, adopted, promulgated, implemented, applied or otherwise put in to effect or enforced by any Governmental Entity (collectively, “Applicable Laws”) relating applicable to Amedisys and Janus or any of its subsidiaries or their respective businesses businesses, properties or propertiesassets, except where the failure to be in compliance with such Amedisys Janus Permits or Applicable Laws, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysJanus. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Janus, since January 1, 2015, neither Janus nor any of its subsidiaries has received written notice from any Governmental Entity of any violation (or any investigation with respect thereto) of any Applicable Laws. (iii) Neither Amedisys Janus nor any of its subsidiaries is subject to any outstanding Order order, injunction or decree issued by a Governmental Entity that, individually or in the aggregate, would reasonably be expected to (iA) have a Material Adverse Effect on Amedisys Janus, or (iiB) prevent, materially impair prevent or materially delay the ability consummation of Amedisys to consummate any of the transactions contemplated herebyTransactions.

Compliance with Applicable Laws; Outstanding Orders. Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on AmedisysEffect, Amedisys (i) the Company and its subsidiaries the Company Subsidiaries hold all permits, licenses, accreditations, certifications, qualifications, agreements, authorizations, easements, franchises, rulings, waivers, consents, variances, exemptions, orders, registrations and approvals of all Governmental Entities or accreditation organizations, or the administrative agents thereof (“Permits”) that are necessary for each of the Company and the Company Subsidiaries to own, lease and operate its properties or required for the operation ownership, operation, development, maintenance or use of the businesses material assets of Amedisys the Company and its subsidiaries as currently conducted the Company Subsidiaries, including the Company Mining Rights (the “Amedisys Company Permits”), and (ii) all such Amedisys Company Permits are in good standing full force and effect or, where applicable, a renewal application has been timely filed and is pending agency approvalapproval and (iii) there are no Actions pending or, to the Knowledge of the Company, threatened, seeking the revocation, cancellation, suspension or adverse modification thereof. Amedisys To the Knowledge of the Company, there are no facts or circumstances that would result in the Company Permits not being renewed. All Company Permits are in good standing and its subsidiaries there has been no material default under any such Company Permit, and all material fees and other amounts required to be paid with respect to such Company Permits to the date hereof have been paid, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company and the Company Subsidiaries are in compliance with the terms of the Amedisys Company Permits and all applicable federal, national, state, provincial, local or supranational laws (statutory, common or otherwise), acts, statutes, constitutions, treaties, ordinances, guidance, codes, ordinances, rules or regulations promulgated, administrative interpretation, policy, or decisions, directives or Orders or other similar requirements issued, Laws enacted, adopted, promulgated, implemented, applied promulgated or otherwise put in to effect or enforced entered by any Governmental Entity (collectively, “Applicable Laws”) relating to Amedisys the Company and its subsidiaries the Company Subsidiaries or their respective businesses or properties, except where the failure to be in compliance with such Amedisys Company Permits or Applicable applicable Laws, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on AmedisysEffect. Neither Amedisys the Company nor any of its subsidiaries the Company Subsidiaries is subject to any outstanding Order that, that (i) individually or in the aggregate, would reasonably be expected to (i) have a Company Material Adverse Effect on Amedisys or (ii) preventas of the date hereof, materially impair would reasonably be expected to prevent or materially delay the ability consummation of Amedisys to consummate any of the transactions contemplated herebyTransactions.

Compliance with Applicable Laws; Outstanding Orders. Except as(a) APP and its Subsidiaries are in compliance with the requirements of all applicable Laws applicable to or pertaining to their respective properties or business operations (including, without limitation, the Occupational Safety and Health Act of 1970 and the Americans with Disabilities Act of 1990), except where any such non-compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysAPP. Neither APP nor any of its Subsidiaries has received written notice to the effect that is operations are not in compliance with any of the requirements of applicable federal, Amedisys state, or local environmental, health and safety statutes and regulations or is the subject to any governmental investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, where any such non-compliance or remedial action, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on APP. (b) Except as set forth in Section 4.8(b) of the APP Disclosure Letter, APP, its subsidiaries Subsidiaries and employees hold all permits, licenses, accreditations, certifications, qualifications, agreements, authorizations, easements, franchises, rulings, waivers, consents, variances, exemptions, orders, registrations and approvals of all Governmental Entities or accreditation organizationsEntities, or the administrative agents thereof (“Permits”) including any Environmental Permits that are required for the operation of the businesses of Amedisys APP and its subsidiaries Subsidiaries as currently conducted (the “Amedisys APP Permits”). Except as set forth in Section 4.8(b) of the APP Disclosure Letter, APP and its Subsidiaries are, and at all such Amedisys Permits are in good standing ortimes since inception have been, where applicable, a renewal application has been timely filed and is pending agency approval. Amedisys and its subsidiaries are in compliance in all material respects with the terms of the Amedisys APP Permits and all applicable federalLaws, nationalincluding any Environmental Laws, state, provincial, local or supranational laws (statutory, common or otherwise), acts, statutes, constitutions, treaties, ordinances, guidance, codes, ordinances, rules or regulations promulgated, administrative interpretation, policy, or decisions, directives or Orders or other similar requirements issued, enacted, adopted, promulgated, implemented, applied or otherwise put in to effect or enforced by any Governmental Entity (collectively, “Applicable Laws”) relating to Amedisys APP and its subsidiaries Subsidiaries or their respective businesses or properties. Except as set forth in Section 4.8(b) of the APP Disclosure Letter, except where the failure to be in compliance with such Amedisys Permits or Applicable Laws, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Amedisys. Neither Amedisys neither APP nor any of its subsidiaries Subsidiaries is subject to any outstanding Order thatAction, individually order, injunction or in the aggregate, would reasonably be expected to (i) have a Material Adverse Effect on Amedisys or (ii) prevent, materially impair or materially delay the ability of Amedisys to consummate any of the transactions contemplated herebydecree.

Compliance with Applicable Laws; Outstanding Orders. Except as(i) Westvaco, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Amedisys, Amedisys and its subsidiaries and employees hold all permits, licenses, accreditations, certifications, qualifications, agreements, authorizations, easements, franchises, rulings, waivers, consents, variances, exemptions, orders, registrations and approvals of all Governmental Entities or accreditation organizations, or the administrative agents thereof (“Permits”) that are required for the operation of the businesses of Amedisys Westvaco and its subsidiaries as currently conducted (the “Amedisys "Westvaco Permits”)") except where the failure to have any such Westvaco Permits, and all such Amedisys Permits are individually or in good standing orthe aggregate, where applicablewould not have a material adverse effect on Westvaco. Except as specifically disclosed in the Westvaco Filed SEC Documents, a renewal application has been timely filed and is pending agency approval. Amedisys Westvaco and its subsidiaries are in compliance with the terms of the Amedisys Westvaco Permits and all applicable federal, national, state, provincial, local or supranational laws (statutory, common or otherwise), acts, statutes, constitutions, treaties, ordinances, guidance, codes, ordinances, rules or regulations promulgated, administrative interpretation, policy, or decisions, directives or Orders or other similar requirements issued, enacted, adopted, promulgated, implemented, applied or otherwise put in to effect or enforced by any Governmental Entity (collectively, “Applicable Laws”) Laws relating to Amedisys Westvaco and its subsidiaries or their respective businesses business or properties, except where the failure to be in compliance with such Amedisys Permits Applicable Laws individually or Applicable Lawsin the aggregate would not have a material adverse effect on Westvaco. Except as disclosed in the Westvaco Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action, investigation or proceeding by any person, in each case with respect to Westvaco or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of Westvaco, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not reasonably be expected to (A) have a material adverse effect on Westvaco or (B) impair the ability of Westvaco to perform its obligations under this Agreement or (C) prevent or materially delay the consummation of any of the transactions contemplated hereby. (ii) Neither Westvaco nor any Westvaco subsidiary is subject to any outstanding order, injunction or decree that has had or would, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on Amedisys. Neither Amedisys nor any of its subsidiaries is subject to any outstanding Order that, individually Westvaco or in the aggregate, would reasonably be expected to (i) have a Material Adverse Effect on Amedisys or (ii) prevent, materially impair prevent or materially delay the ability of Amedisys to consummate any consummation of the transactions contemplated hereby.

Compliance with Applicable Laws; Outstanding Orders. Except as(a) APP and its Subsidiaries are in compliance with the requirements of all applicable Laws applicable to or pertaining to their respective properties or business operations (including, without limitation, the Occupational Safety and Health Act of 1970 and the Americans with Disabilities Act of 1990), except where any such non-compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysAPP. Neither APP nor any of its Subsidiaries has received written notice to the effect that is operations are not in compliance with any of the requirements of applicable federal, Amedisys state, or local environmental, health and safety statutes and regulations or is the subject to any governmental investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, where any such non-compliance or remedial action, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on APP. (b) Except as set forth in Section 4.8(b) of the APP Disclosure Letter, APP, its subsidiaries Subsidiaries and employees hold all permits, licenses, accreditations, certifications, qualifications, agreements, authorizations, easements, franchises, rulings, waivers, consents, variances, exemptions, orders, registrations and approvals of all Governmental Entities or accreditation organizationsEntities, or the administrative agents thereof (“Permits”) including any Environmental Permits that are required for the operation of the businesses of Amedisys APP and its subsidiaries Subsidiaries as currently conducted (the “Amedisys APP Permits”). Except as set forth in Section 4.8(b) of the APP Disclosure Letter, APP and its Subsidiaries are, and at all such Amedisys Permits are in good standing ortimes since inception have been, where applicable, a renewal application has been timely filed and is pending agency approval. Amedisys and its subsidiaries are in compliance in all material respects with the terms of the Amedisys APP Permits and all applicable federalLaws, nationalincluding any Environmental Laws, state, provincial, local or supranational laws (statutory, common or otherwise), acts, statutes, constitutions, treaties, ordinances, guidance, codes, ordinances, rules or regulations promulgated, administrative interpretation, policy, or decisions, directives or Orders or other similar requirements issued, enacted, adopted, promulgated, implemented, applied or otherwise put in to effect or enforced by any Governmental Entity (collectively, “Applicable Laws”) relating to Amedisys APP and its subsidiaries Subsidiaries or their respective businesses or properties, except where the failure to be in compliance with such Amedisys Permits or Applicable Laws, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Amedisys. Neither Amedisys APP nor any of its subsidiaries Subsidiaries is subject to any outstanding Order thatAction, individually order, injunction or in the aggregate, would reasonably be expected to (i) have a Material Adverse Effect on Amedisys or (ii) prevent, materially impair or materially delay the ability of Amedisys to consummate any of the transactions contemplated herebydecree.

Compliance with Applicable Laws; Outstanding Orders. Except as(i) The Company and its Subsidiaries and its and their respective employees hold all permits, licenses, certificates, variances, exemptions, Orders, registrations, approvals and other authorizations of all Governmental Entities that are required for the operation of the businesses of the Company and its Subsidiaries (the Company Permits), and such Company Permits are in full force and effect, except where the failure to have any such Company Permits or to maintain such Company Permits in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Amedisys, Amedisys be material to the Company and its subsidiaries hold all permitsSubsidiaries, licensestaken as a whole. The Company and its Subsidiaries are not, accreditationsand since July 1, certifications2015 have not been, qualificationsin, agreementsand have not received written notice of, authorizations, easements, franchises, rulings, waivers, consents, variances, exemptions, orders, registrations and approvals of all Governmental Entities a material violation or accreditation organizationsbreach of, or the administrative agents thereof default under, any Company Permit. (“Permits”ii) that are required for the operation of the businesses of Amedisys The Company, its Subsidiaries and its subsidiaries as currently conducted (the “Amedisys Permits”)their operations are, and at all such Amedisys Permits are in good standing ortimes since July 1, where applicable2015 have been, a renewal application has been timely filed and is pending agency approval. Amedisys and its subsidiaries are in compliance with the terms of the Amedisys Company Permits and all applicable federal, national, state, provincial, local or supranational laws (statutory, common or otherwise), actslaws, statutes, constitutionsOrders, treatiesrules, regulations, ordinances, guidance, codes, ordinances, rules policies or regulations guidelines promulgated, administrative interpretationor judgments, policy, or decisions, directives orders or Orders or other similar requirements issued, enacted, adopted, promulgated, implemented, applied or otherwise put in to effect or enforced decrees entered by any Governmental Entity (collectively, “Applicable Laws”) relating applicable to Amedisys and the Company or any of its subsidiaries Subsidiaries or their respective businesses businesses, properties or propertiesassets, except where the failure to be in compliance with such Amedisys Company Permits or Applicable Laws, individually or in the aggregate, would not reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Material Adverse Effect on Amedisyswhole. Neither Amedisys Since July 1, 2015, neither the Company nor any of its subsidiaries Subsidiaries has received written notice from any Governmental Entity of any material violation (or any investigation with respect thereto) of any Applicable Laws. (iii) Neither the Company nor any of its Subsidiaries is subject to any outstanding Order that, individually or in the aggregate, would reasonably be expected to (iA) have be material to the Company and its Subsidiaries, taken as a Material Adverse Effect on Amedisys whole, or (iiB) prevent, materially impair prevent or materially delay the ability of Amedisys to consummate any consummation of the transactions contemplated herebyTransactions.

Compliance with Applicable Laws; Outstanding Orders. Except as(i) ILG, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities that are required for the operation of the businesses of ILG and its subsidiaries (the “ILG Permits”), except where the failure to have any such ILG Permits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Amedisys, Amedisys and its subsidiaries hold all permits, licenses, accreditations, certifications, qualifications, agreements, authorizations, easements, franchises, rulings, waivers, consents, variances, exemptions, orders, registrations and approvals of all Governmental Entities or accreditation organizations, or the administrative agents thereof (“Permits”) that are required for the operation of the businesses of Amedisys and its subsidiaries as currently conducted (the “Amedisys Permits”), and all such Amedisys Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending agency approvalILG. Amedisys ILG and its subsidiaries are in compliance with the terms of the Amedisys ILG Permits and all applicable federal, national, state, provincial, local or supranational laws (statutory, including common or otherwiselaw), acts, statutes, constitutionsorders, treatiesrules, ordinancesregulations, guidance, codes, ordinances, rules policies or regulations guidelines promulgated, administrative interpretationor judgments, policy, decisions or decisions, directives or Orders or other similar requirements issued, enacted, adopted, promulgated, implemented, applied or otherwise put in to effect or enforced orders entered by any Governmental Entity (collectively, “Applicable Laws”) and Data Security Requirements relating to Amedisys ILG and its subsidiaries or their respective businesses or properties, except where the failure to be in compliance with such Amedisys Permits or ILG Permits, Applicable LawsLaws and Data Security Requirements, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmedisysILG. No action, demand, requirement or investigation by any Governmental Entity and no suit, action, investigation or proceeding by any person, in each case with respect to ILG or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of ILG, threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ILG. (ii) Neither Amedisys ILG nor any of its subsidiaries is subject to any outstanding Order order, injunction or decree that, individually or in the aggregate, would reasonably be expected to (i) have a Material Adverse Effect on Amedisys ILG. (iii) Since January 1, 2016, no officer or director of ILG or any subsidiary of ILG that is a registrant with respect to timeshare or exchange registrations with any Governmental Entity (A) has been convicted of or pled nolo contendere to a felony or other crime involving moral turpitude, fraud or misrepresentation, or to selling real estate investments, timeshares, condominiums, fractional or other vacation ownership products without a license, or (iiB) preventhas been disciplined, materially impair disbarred or materially delay the ability suspended or had a real estate, timeshare or securities license or other permit revoked by any Governmental Entity for violation of Amedisys to consummate any of the transactions contemplated herebyApplicable Laws.

Compliance with Applicable Laws; Outstanding Orders. Except as(i) Parent, its Subsidiaries and its and their respective employees hold all permits, licenses, certificates, variances, exemptions, Orders, registrations, approvals and other authorizations of all Governmental Entities that are required for the operation of the businesses of Parent and its Subsidiaries (the Parent Permits), and such Parent Permits are in full force and effect, except where the failure to have any such Parent Permits or to maintain such Parent Permits in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Amedisys, Amedisys be material to Parent and its subsidiaries hold all permitsSubsidiaries, licensestaken as a whole. Parent and its Subsidiaries are not, accreditationsand since July 1, certifications2015 have not been, qualificationsin, agreementsand have not received written notice of, authorizations, easements, franchises, rulings, waivers, consents, variances, exemptions, orders, registrations and approvals of all Governmental Entities a material violation or accreditation organizationsbreach of, or default under, any Parent Permit. (ii) Parent, Merger Sub, Merger Sub LLC and the administrative agents thereof (“Permits”) that are required for the operation other Subsidiaries of the businesses of Amedisys Parent and its subsidiaries as currently conducted (the “Amedisys Permits”)their operations are, and at all such Amedisys Permits are in good standing ortimes since July 1, where applicable2015 have been, a renewal application has been timely filed and is pending agency approval. Amedisys and its subsidiaries are in compliance with the terms of the Amedisys Parent Permits and all applicable federal, national, state, provincial, local or supranational laws (statutory, common or otherwise), acts, statutes, constitutions, treaties, ordinances, guidance, codes, ordinances, rules or regulations promulgated, administrative interpretation, policy, or decisions, directives or Orders or other similar requirements issued, enacted, adopted, promulgated, implemented, applied or otherwise put in to effect or enforced by any Governmental Entity (collectively, “Applicable Laws”) Laws relating to Amedisys Parent, Merger Sub, Merger Sub LLC and its subsidiaries the other Subsidiaries of Parent or their respective businesses businesses, properties or propertiesassets, except where the failure to be in compliance with such Amedisys Parent Permits or Applicable Laws, individually or in the aggregate, would not reasonably be expected to have be material to Parent and its Subsidiaries, taken as a Material Adverse Effect on Amedisyswhole. Since July 1, 2015, neither Parent not any of its Subsidiaries has received written notice from any Governmental Entity of any material violation (or any investigation with respect thereto) of any Applicable Laws. (iii) Neither Amedisys Sibelco, Parent nor any of its subsidiaries their respective Subsidiaries is subject to any outstanding Order that, individually or in the aggregate, would reasonably be expected to (iA) have be material to Parent and its Subsidiaries, taken as a Material Adverse Effect on Amedisys whole, or (iiB) prevent, materially impair prevent or materially delay the ability consummation of Amedisys to consummate any of the transactions contemplated herebyTransactions.