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

Compliance with Applicable Laws; Permits. (a) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Titanium Material Adverse Effect, Titanium, its Subsidiaries and the Titanium Real Property (a) are, and have been since January 1, 2018, in compliance with all Applicable Laws and Permits applicable to Titanium or its Subsidiaries and (b) to the Knowledge of Titanium, are not under investigation by any Governmental Entity with respect to, and have not been threatened in writing to be charged with or given notice by any Governmental Entity of, any violation or potential violation of any such Applicable Law. Titanium and its Subsidiaries hold all Permits necessary for the lawful conduct of their respective businesses and ownership and operation of the Titanium Real Property, as presently conducted and used, and each of the Permits is in valid, subsisting and in full force and effect, except where the failure to hold or maintain a Permit has not had and would not reasonably be expected to have, individually or in the aggregate a Titanium Material Adverse Effect. There are no Actions pending or, to the Knowledge of Titanium, threatened in writing, that seek the revocation, cancellation or modification of any Permit, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have, a Titanium Material Adverse Effect. (b) Except as has not resulted in, and would not reasonably be expected to result in, material liability to Titanium and any of its Subsidiaries, taken as a whole, none of Titanium, its Subsidiaries or their respective Affiliates, nor, to the Knowledge of Titanium, has any of Titanium OP’s unconsolidated joint ventures and each of the officers and directors of the foregoing, have in the past five (5) years (i) violated any Anti-Corruption Laws; or (ii) offered, paid, promised to pay, authorized the payment of, received, or solicited anything of value under circumstances such that all or a portion of such thing of value would be offered, given, or promised, directly or indirectly, to any Person to obtain any unlawful and improper advantage. (c) Except as has not resulted in, and would not reasonably be expected to result in, material liability to Titanium and any of its Subsidiaries, taken as a whole, at no time during the prior five (5) years has Titanium, its Subsidiaries or their respective Affiliates, nor, to the Knowledge of Titanium, has any of Titanium OP’s unconsolidated joint ventures and each of the officers and directors of the foregoing, (i) conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Entity or similar agency with respect to any alleged act or omission arising under or relating to any potential noncompliance with any Anti-Corruption Law; or (ii) been the subject of current, pending, or threatened investigation, inquiry or enforcement proceedings for violations of an Anti-Corruption Law or received any notice, request, or citation for any actual or potential noncompliance with any Anti-Corruption Law.

Compliance with Applicable Laws; Permits. (a) Except as has as, individually or in the aggregate, (i) is not had, and would not reasonably be expected to have, individually or in the aggregate, a Titanium Material Adverse Effect, Titanium, its Subsidiaries be material to Parent and the Titanium Real Property (a) are, and have been since January 1, 2018, in compliance with all Applicable Laws and Permits applicable to Titanium or its Subsidiaries and (b) to the Knowledge of Titanium, are not under investigation by any Governmental Entity with respect to, and have not been threatened in writing to be charged with or given notice by any Governmental Entity of, any violation or potential violation of any such Applicable Law. Titanium and its Subsidiaries hold all Permits necessary for the lawful conduct of their respective businesses and ownership and operation of the Titanium Real Property, as presently conducted and used, and each of the Permits is in valid, subsisting and in full force and effect, except where the failure to hold or maintain a Permit has not had and would not reasonably be expected to have, individually or in the aggregate a Titanium Material Adverse Effect. There are no Actions pending or, to the Knowledge of Titanium, threatened in writing, that seek the revocation, cancellation or modification of any Permit, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have, a Titanium Material Adverse Effect. (b) Except as has not resulted in, and would not reasonably be expected to result in, material liability to Titanium and any of its Subsidiaries, taken as a whole, none or (ii) would not materially impair, prevent or materially delay the ability of Titaniumthe Purchaser Parties to consummate the Transaction or the other transactions contemplated hereby or by the other Transaction Documents, (A) Parent and its Subsidiaries or their respective Affiliatesare, norand since September 30, 2019, have been, in compliance with all applicable Laws, and (B) since September 30, 2019, neither Parent nor its Subsidiaries have received any written notice from any Governmental Entity alleging any noncompliance with respect to any applicable Law and to the Knowledge of TitaniumParent, has any none of Titanium OP’s unconsolidated joint ventures and each of the officers and directors of the foregoing, have in the past five (5) years (i) violated any Anti-Corruption Laws; Parent or (ii) offered, paid, promised to pay, authorized the payment of, received, or solicited anything of value its Subsidiaries is currently under circumstances such that all or a portion of such thing of value would be offered, given, or promised, directly or indirectly, investigation with respect to any Person to obtain any unlawful and improper advantagesuch noncompliance. (cb) Except as has is not resulted in, and would not reasonably be expected to result inbe, individually or in the aggregate, material liability to Titanium Parent and any of its Subsidiaries, taken as a whole, at no time during the prior five (5i) within two (2) years has Titaniumprior to the date of this Agreement, none of Parent or any of its Subsidiaries or their respective Affiliates, nor, to the Knowledge of TitaniumParent, any of their respective officers or directors has made or accepted any gift, bribe, payoff or kickback to or from any Person in violation of Anti-Corruption Laws, as amended, and (ii) none of Parent nor any of its Subsidiaries, has received any written notice from a Governmental Entity regarding, or to the Knowledge of Titanium OP’s unconsolidated joint ventures and each Parent, is under Governmental Entity investigation for, any violation of the officers and directors of the foregoing, any Anti-Corruption Laws. (c) Except as would not (i) have a Parent Material Adverse Effect or (ii) individually or in the aggregate, materially impair, prevent or materially delay the ability of the Purchaser Parties to consummate the Transaction or the other transactions contemplated hereby or by the other Transaction Documents, Parent and its Subsidiaries hold all Permits that are material to Parent and its Subsidiaries, taken as a whole, and necessary for the conduct of their businesses as presently conducted (the “Parent Permits”). All of the Parent Permits are valid and in full force and effect, except, in each case, as would not materially impair the conduct of such businesses as presently conducted. Parent and its Subsidiaries are in compliance with the terms of the Parent Permits. (d) Except as would not (i) have a Parent Material Adverse Effect or initiated any internal investigation (ii) individually or made a voluntaryin the aggregate, directedmaterially impair, prevent or involuntary disclosure materially delay the ability of the Purchaser Parties to consummate the Transaction or the other transactions contemplated hereby or by the other Transaction Documents, there is no pending Proceeding by or before any Governmental Entity or similar agency arbitration tribunal to revoke, cancel, rescind, suspend, modify, limit or refuse to renew any Parent Permit, and to the Knowledge of the Purchaser Parties, no event has occurred that, with respect or without notice or lapse of time or both, would reasonably be expected to result in any alleged act such revocation, cancellation, rescission, suspension, modification, limitation or omission arising under or relating refusal to any potential noncompliance with any Anti-Corruption Law; or (ii) been the subject of current, pending, or threatened investigation, inquiry or enforcement proceedings for violations of an Anti-Corruption Law or received any notice, request, or citation for any actual or potential noncompliance with any Anti-Corruption Lawrenew.