Common use of Compliance with Applicable Laws Clause in Contracts

Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14.

Compliance with Applicable Laws. (a) The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those applicable Gaming Laws and Laws relating to occupational health and safety safety, except for any such to the extent that the failure to be in compliance as, individually or in the aggregate, with any such Law has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance in any material respect with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse EffectLaw. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “"Permits”"), necessary or advisable for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, which has not had and or would not reasonably be reasonably likely expected to have a Company Material Adverse Effect and there Effect. There has occurred no violation of, default (with or without the notice or lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for any such violationsviolation, defaults default or events that, individually or in the aggregate, have event which has not had and or would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. This There is no event which, to the knowledge of the Company, would reasonably be expected to result in the revocation, cancelation, non-renewal or adverse modification of any such Permit, except for any such event that has not had or would not reasonably be expected to have a Company Material Adverse Effect. Notwithstanding the foregoing, this Section 3.13 3.13(a) does not relate to matters with respect to Taxes, Taxes (which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws3.09), ERISA (which are the subject of Section 3.143.11), labor Laws (which are the subject of Section 3.16) or Environmental Laws (which are the subject of Section 3.18).

Compliance with Applicable Laws. The Company and each of its Subsidiaries has in effect all Approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses, and there has occurred no default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) under any such Approval, except for failures to obtain, or for defaults or violations under, Approvals which failures, defaults or violations, individually or in the aggregate, have not and could not reasonably be expected to (i) have a Material Adverse Effect, (ii) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect or (iii) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. Except as disclosed in the Company SEC Documents, the businesses of the Company and its Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance aspossible noncompliance which, individually or in the aggregate, has not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effectany effect referred to in clause (i), (ii) or (iii) above. Neither the Company nor No investigation or review by any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that with respect to the Company, any of its Subsidiaries, the transactions contemplated by this Agreement and the other Transaction Documents, is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity indicated to the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure of its Subsidiaries any intention to be in compliance asconduct the same, individually or in other than those the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence outcome of which, individually or in the aggregate, has not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effect and there has occurred no violation ofany effect referred to in clause (i), default (with ii) or without the lapse of time or the giving of notice, or both(iii) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14above.

Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “"Permits”"), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14.

Compliance with Applicable Laws. The (i) Each of the Company and its subsidiaries has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices, permits, consents and rights ("Permits") from all Governmental Entities necessary for it to own, lease or operate its assets and to carry on its business as now conducted, and there has occurred no default under or cancellations, suspensions or limitation with respect to any such Permit and no suspension or cancellation of any of the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable LawsPermits is pending or, including those relating to occupational health and safety the knowledge of the Company, threatened, except for any such failure the lack of Permits and for defaults under actual or pending, or to be in compliance asthe knowledge of the Company, threatened cancellations, suspensions or limitations of Permits which, individually or in the aggregate, has are not had and would not be reasonably likely to have a material adverse effect on the Company. The Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not and its subsidiaries are, and have been, in compliance with all applicable statutes, laws, ordinances, rules, orders and regulations of any applicable Law Governmental Entity, except for such failure to be in compliance asinstances of noncompliance which, individually or in the aggregate, has are not had and would not be reasonably likely to have a Company Material Adverse Effectmaterial adverse effect on the Company. The Company and No investigation, examination or review by any Governmental Entity with respect to the Company Subsidiaries have in effect all permitsor any of its subsidiaries is pending or, licensesto the knowledge of the Company, variancesthreatened, exemptionsnor has any Governmental Entity indicated, authorizationsto the knowledge of the Company, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them an intention to own, lease or operate their properties and assets and to carry on their businesses as now conductedconduct the same, except for such Permits those the absence outcome of which, individually or in the aggregate, has are not had and would not be reasonably likely to have a material adverse effect on the Company. (ii) The businesses of each of the Company Material Adverse Effect and there has occurred no violation ofits subsidiaries are being and have been conducted in compliance in all respects with all applicable statutes, default (laws, ordinances, rules, orders and regulations which are administered, interpreted or enforced by the U.S. Environmental Protection Agency and state and local agencies with jurisdiction over pollution or without protection of the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permitenvironment, except for such violations, defaults or events thatinstances of noncompliance which, individually or in the aggregate, have are not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are material adverse effect on the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14Company.

Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety safety, except for any such failure to be in compliance as, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance in any material respect with any applicable Law Law, except for such failure to be in compliance as, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “"Permits”"), necessary or advisable for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect Effect, and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation cancellation of, with or without notice or lapse of time or both, any such Permit, except for any such violations, defaults or events that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. There is no event which, to the knowledge of the Company, would reasonably likely be expected to result in the revocation, cancellation, non-renewal or adverse modification of any such Permit, except for any such events that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.143.09.

Compliance with Applicable Laws. The Each of the Company's "employee benefit plans" within the meaning of Section 3(3) of ERISA, for the benefit of employees of the Company and the Company Subsidiaries and their relevant personnel and operations are (the "Company Plans") has been operated in compliance all respects in accordance with the requirements of all applicable LawsLaw and all persons who participate in the operation of such Company Plans and all Company Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable Law, including those relating to occupational health and safety except for any where such failure to be in compliance asviolations of applicable Law would not, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither Effect on the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that and the Company or Subsidiaries, taken as a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effectwhole. The Company and the Company Subsidiaries have performed all obligations required to be performed by any of them under, are not in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually any respect in default under or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, and the Company and the Company Subsidiaries have no knowledge of any default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others violation by any right of termination, amendment or cancelation of, with or without notice or lapse of time or bothparty to, any such PermitCompany Plan, except for where such violationsfailures, defaults or events thatviolations would not, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse EffectEffect on the Company and the Company Subsidiaries, taken as a whole. This Section 3.13 does not relate No legal action, suit or claim is pending or, to matters the knowledge of the Company or the Company Subsidiaries, threatened with respect to Taxesany Company Plan (other than claims for benefits in the ordinary course) and, which are to the subject knowledge of Section 3.09 the Company or the Company Subsidiaries, no fact or event exists that could give rise to Environmental Permits any such action, suit or Environmental Laws, which are the subject of Section 3.14claim.

Compliance with Applicable Laws. The Each of the Company and the Company its Subsidiaries and their relevant personnel and operations are is in compliance with all statutes, laws, ordinances, rules, regulations, judgments, writs, stipulations, orders and decrees of any Governmental Entity applicable Lawsto it, including those relating to occupational health and safety its properties or other assets or its business or operations (collectively, "Legal Provisions"), except for instances of noncompliance or possible noncompliance that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. Each of the Company and its Subsidiaries has in effect all material approvals, authorizations, certificates, filings, franchises, licenses, notices and permits of or with all Governmental Entities, promulgated under any such Legal Provisions (collectively, "Permits"), necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as presently conducted and as currently proposed by its management to be conducted, except where the failure to be so have in compliance aseffect, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse EffectEffect on the Company. Neither the Company nor There has occurred no default under, or violation of, any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law such Permit, except for such failure to be in compliance as, individually or in the aggregate, aggregate as has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse EffectEffect on the Company. The Company consummation of the Merger and the Company Subsidiaries have other transactions contemplated by this Agreement and the Voting Agreement, in effect all permitsand of themselves, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals would not cause the revocation or cancelation of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for any such Permits the absence of which, Permit that individually or in the aggregate, has not had and aggregate would not reasonably be reasonably likely expected to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without on the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14Company.

Compliance with Applicable Laws. The (a) Except as disclosed in the Company SEC Reports, the Company and the Company its Subsidiaries are, and their relevant personnel and operations are have been, in compliance with all applicable LawsLaws (including the Xxxxxxxx-Xxxxx Act and the USA Patriot Act of 2001), including those relating to occupational health and safety except for where any such failure to be in compliance asnon-compliance, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have or result in a Company Material Adverse EffectEffect on the Company. Neither The operations of the Company nor and its Subsidiaries have not been and are not being conducted in violation of any Company Subsidiary has received Permit necessary for the conduct of their respective businesses as currently conducted, except where any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance asviolations, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have or result in a Company Material Adverse Effect. Effect on the Company. (b) The Company and the Company its Subsidiaries have in effect hold all licenses, permits, licenses, variances, exemptionsconsents, authorizations, operating certificateswaivers, grants, franchises, orders concessions, exemptions, orders, registrations and approvals of all Governmental Entities or other Persons (collectively, “Permits”), ) necessary for them to own, lease or operate the conduct of their properties and assets and to carry on their respective businesses as now currently conducted, except for where the failure to hold such Permits the absence of whichPermits, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have or result in a Company Material Adverse Effect and there has occurred no violation of, default (with or without on the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14Company.

Compliance with Applicable Laws. (a) The Company and each of its Subsidiaries has in effect all Approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses, and there has occurred no default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) under any such Approval. (b) Except as otherwise disclosed in the Current SEC Reports, the Company and its Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health Laws and safety except for any such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conductedOrders, except for such Permits the absence of possible noncompliance which, individually or in the aggregate, (i) has not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does , (ii) has not relate impaired and could not reasonably be expected to matters impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, and (iii) could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (c) No investigation or review by any Governmental Entity with respect to Taxesthe Company, which are any of its Subsidiaries or the subject transactions contemplated by this Agreement and the other Transaction Documents is pending or, to the Knowledge of Section 3.09 the Company, threatened, nor has any Governmental Entity notified the Company or any of its Subsidiaries in writing or, to Environmental Permits or Environmental Lawsthe Company’s Knowledge, which are otherwise of any intention to conduct the subject of Section 3.14same.

Compliance with Applicable Laws. (a) The Company and the Company each of its Subsidiaries is, and their relevant personnel and operations are has been since March 28, 2007, in compliance with all Laws applicable Lawsto it or the operation, use, occupancy or ownership of its assets or properties or conduct of its business (including those Laws relating to occupational health the marketing, sale and safety financing of timeshare property interests and the management and operation of timeshare real property and resorts), except for any where such failure to be in compliance as, individually or in the aggregate, has not had and noncompliance would not be reasonably likely expected to have a Company Material Adverse Effect. Neither , and has not received notice (written or oral) from any Governmental Authority regarding, nor does the Company nor have any Company Subsidiary has received Knowledge of, any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance asso comply. (b) The Company and each of its Subsidiaries has all government licenses, individually permits, approvals, certifications, consents and listings of, and has duly filed all timeshare registrations with, all Governmental Authorities and all certification organizations required, and all exemptions from requirements to obtain, file or in apply for any of the aggregateforegoing, has not had for the conduct of its business (as currently conducted) and the operation of its facilities, except to the extent where failure to obtain or file same or noncompliance therewith would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary is in compliance with all such government licenses, permits, approvals, certifications, consents, registration and listings, except to the extent where noncompliance therewith would not have a Material Adverse Effect. (c) Without limiting the generality of the foregoing provisions of this Section 3.11, the Company and each of its Subsidiaries have is in effect compliance with all permitslimitations, licensesrestrictions, variancesconditions, exemptionsstandards, authorizationsprohibitions, operating certificatesrequirements, franchisesobligations, orders schedules and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conductedtimetables contained in the Environmental Laws, except for such Permits the absence of which, individually or failures in the aggregate, has not had and compliance as would not reasonably be reasonably likely expected to have a Company Material Adverse Effect Effect. There is no Litigation nor any demand, claim, hearing, notice of violation or demand letter pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries relating to the Environmental Laws. (d) Without limiting the generality of the foregoing provisions of this Section 3.11, the Company and there has occurred no violation of, default (each of its Subsidiaries is in compliance with or without the lapse all Laws applicable to its business of time or the giving financing consumers’ purchases of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such PermitTimeshare Interests, except for such violations, defaults or events that, individually or failures in the aggregate, have not had and compliance as would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. This Section 3.13 does . (e) The Company is not relate subject to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental any gaming Laws, which are the subject of Section 3.14.

Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations Companies are in compliance in all material respects with all applicable Requirements of Laws, Governmental Permits and Court Orders. Except as described on Schedule 3.10, the Companies are not a party to, bound by or affected by, any material Court Order (or agreement entered into in any administrative, judicial or arbitration proceeding with any Governmental Body) applicable directly to any of the Companies, the Sellers or the Business with respect to any of the Companies’ properties, assets, personnel or business activities. Except as set forth on Schedule 3.10, the Companies are not, in any material respect, in violation of, or delinquent in respect to, any Court Order, Requirements of Laws or Governmental Permits (to which it or its properties, assets, personnel or business activities are subject), arising out of, resulting from or in any way connected with the operation of the Companies, including those Requirements of Laws relating to equal employment opportunities, fair employment practices, unfair labor practices, terms of employment, occupational health and safety safety, wage and hour, discrimination, and zoning ordinances and building codes. The Companies have filed with the proper Governmental Bodies, except for any such where the failure to be file will not result in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect, all statements and reports required by all Requirements of Laws, Governmental Permits and Court Orders to which the Companies or any of their employees (because of their activities on behalf of the Companies) are subject. Neither Except as set forth on Schedule 3.10, none of the Company nor any Company Subsidiary Companies has received any written communication during notices of a claim made by any Governmental Body to the past two years from effect that the Business fails to comply, in any material respect, with any Requirements of Laws or Governmental Permit or that a Governmental Entity Permit or Court Order is necessary in respect thereto. Copies of all notices of any material violation of any of the foregoing that alleges that any of the Companies has received since their date of acquisition by the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure have previously been made available and offered to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14Buyer.

Compliance with Applicable Laws. The Company and each of the Company Subsidiaries is, and their relevant personnel and operations are since January 1, 2020 has been, in compliance with all Laws applicable Lawsto the Company or such Company Subsidiary or by which any property or asset of the Company or such Company Subsidiary is bound (except for Laws addressed in Section 4.12, including those relating to occupational health and safety or Section 4.21, which shall be governed solely by such Sections), except for any such failure violations that have been cured, or would not reasonably be expected to be in compliance ashave, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither Except for the Permits that are the subject of Section 4.12, or Section 4.21, which are addressed solely in those Sections, the Company nor any and each Company Subsidiary has received any written communication during all permits, authorizations, approvals, registrations, certificates, orders, waivers, clearances and variances (each, a “Permit”) necessary to conduct the past two years from a Governmental Entity that alleges that the Company Company’s or a Company Subsidiary Subsidiary’s business, as applicable, substantially as it is being conducted as of the date hereof, except in each case as would not in compliance with any applicable Law except for such failure reasonably be expected to be in compliance ashave, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and To the Company’s Knowledge, none of the Company Subsidiaries have or any Company Subsidiary has received written notice that any Permit will be terminated or modified or cannot be renewed in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals the ordinary course of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conductedbusiness, except for such Permits the absence of whichwhich termination, modification or nonrenewal would not, individually or in the aggregate, has not had and have, or would not reasonably be reasonably likely expected to have have, a Company Material Adverse Effect Effect. All such Permits are valid and in full force and effect and there has occurred are no violation ofpending or, default (with to the Company’s Knowledge, threatened administrative or without judicial Actions that would reasonably be expected to result in modification, termination or revocation thereof, except which modification, termination or revocation would not, individually or in the lapse of time or the giving of noticeaggregate, have, or both) underwould reasonably be expected to have, or event giving to others any right a Company Material Adverse Effect. To the Company’s Knowledge, since January 1, 2020, the Company and each Company Subsidiary has been in compliance with the terms and requirements of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such PermitPermits, except for such violations, defaults or events thatfailures to comply that would not, individually or in the aggregate, have not had and would not or reasonably be reasonably likely expected to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14.

Compliance with Applicable Laws. (a) The Company and the Company each of its Subsidiaries is and their relevant personnel and operations are since January 1, 2010, has been in compliance with all applicable Applicable Laws, including those relating to occupational health and safety except for any such failure failures to comply that have not had and would not reasonably be in compliance asexpected to have, individually or in the aggregate, a Material Adverse Effect on the Company. There is and since January 1, 2010, has been no claim, action, suit, investigation or proceeding (including an audit or examination) pending or, to, the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries alleging any failure to comply with Applicable Law, except for failures to comply that have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance ashave, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Without limiting the generality of Section 4.17(a), there is and since January 1, 2010, has been no claim, action, suit, investigation or proceeding (including an audit or examination) pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries alleging any (i) risk-based capital deficiency or other failure to comply with applicable capital (or similar) requirements or (ii) violation of Applicable Law that would reasonably be expected to result in (A) an assessment or cease and desist order or (B) any current or prospective exclusion from any Government Sponsored Health Care Program or any aspect thereof, except for deficiencies or violations that have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of whichhave, individually or in the aggregate, a Material Adverse Effect on the Company. Since January 1, 2010, neither the Company nor any of its Subsidiaries has entered into any agreement or settlement with any Governmental Authority with respect to any actual or alleged violation of any Applicable Law, except for agreements and settlements that have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events thathave, individually or in the aggregate, a Material Adverse Effect on the Company. Since January 1, 2010, neither the Company nor any of its Subsidiaries has received written notice of any claim, action, suit, investigation or proceeding (including an audit or examination), pending or threatened against or affecting any Third Party service provider acting on behalf of the Company or any of its Subsidiaries alleging any violation of Applicable Law, except for violations that have not had and would not reasonably be reasonably likely expected to have have, individually or in the aggregate, a Company Material Adverse Effect. This Section 3.13 does not relate to matters Effect on the Company. (c) Since January 1, 2010, the Company and each of its Subsidiaries has timely filed all Company Statutory Filings and all other material Filings (including Filings with respect to Taxespremium rates, rating plans, policy terms and other terms established or used by any Subsidiaries of the Company), together with any amendments required to be made with respect thereto, that it was required to file with any Governmental Authority, including CMS, state insurance departments, state departments of health, other applicable state Medicaid authorities, and any other agencies with jurisdiction over the Health Care Programs and including Filings that it was required to file under the Patient Protection and Affordable Care Act (Pub. L. 111-148) as amended by the Health Care and Education Reconciliation Act of 2010 (Pub. L. 111-152) (collectively, “Company Regulatory Filings”), except where the failure to make such filings or payments has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company and its Subsidiaries have adopted and implemented policies, procedures or programs designed to assure that their respective directors, officers, employees, agents, brokers, producers, contractors, vendors, field marketing organizations, Third Party marketing organizations and similar entities with which they do business are in compliance with all Applicable Laws. (e) With respect to participation in Government Sponsored Health Care Programs, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each of the Regulated Subsidiaries of the Company (i) meets the requirements for participation in, and receipt of payment from, the Government Sponsored Health Care Programs in which such Regulated Subsidiary currently participates and (ii) is a party to one or more valid agreements with the appropriate Governmental Authority, including CMS or applicable state entities. (f) Since January 1, 2010, except as has not had and 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, any employee of the Company or any of its Subsidiaries, any officer or director of the Company or any of its Subsidiaries, or, to the knowledge of the Company, any contractors or agents of the Company or any of its Subsidiaries, has been or is currently suspended, excluded or debarred from contracting with the federal or any state government or from participating in any Government Sponsored Health Care Program or subject to an investigation or proceeding by any Governmental Authority that could result in such suspension, exclusion or debarment. (g) Since January 1, 2010, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director or executive officer of the Company or any of its Subsidiaries, (i) has been assessed a civil monetary penalty under Section 3.09 1128A of the Social Security Act, (ii) has been excluded from participation in any federal health care program or state health care program (as such terms are defined by the Social Security Act), (iii) has been convicted of any criminal offense relating to Environmental Permits the delivery of any item or Environmental Laws, which are service under a federal health care program or (iv) has been or is a party to or subject to any action or proceeding concerning any of the subject of Section 3.14matters described in the foregoing clauses (i) through (iii).

Compliance with Applicable Laws. The Company and its Subsidiaries have been issued and hold all consents, authorizations, permits, licenses, franchises, variances, exemptions, waivers, orders and approvals of all Governmental Entities necessary to own, lease or operate all of the assets and properties of Company and its Subsidiaries, as appropriate, and to carry on the businesses of Company and its Subsidiaries as now conducted, including registrations with the Ministry of Commerce of the PRC, the State Administration of Industry and Commerce of the PRC, the State Administration for Foreign Exchange, tax bureau, customs authorities, product registration authorities and health authorities, as applicable (the “Company Permits”), and no suspension or cancellation of any of the Company Permits is pending, or to the knowledge of Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected to prevent or materially delay consummation of the Transaction or otherwise prevent or materially delay Company from performing its obligations under this Agreement and could not reasonably be expected to have a Company Material Adverse Effect. Company and its Subsidiaries and their relevant personnel and operations are in compliance with all applicable Lawslaws, including those relating to occupational health statutes, ordinances, rules and safety regulations and the terms of the Company Permits, except for any such failure non-compliance, breaches or violations that could not reasonably be expected to prevent or materially delay consummation of the Transaction or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has any reason to believe that any material Company Subsidiary has received any written communication during Permit required for the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or conduct of business in the aggregate, has not had and would PRC which is subject to periodic review will not be reasonably likely to have a Company Material Adverse Effect. The Company and granted or renewed by the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14relevant PRC authorities.

Compliance with Applicable Laws. The Company, the Company Operating Partnership and the Company Student Housing Subsidiaries hold all permits, licenses and approvals of all Governmental Authorities necessary or required by any applicable Law or order for the lawful conduct of their relevant personnel and operations respective businesses as they are in compliance with all applicable Lawscurrently being conducted (the “Permits”), including those relating except where the failure so to occupational health and safety except for any such failure to be in compliance ashold would not, individually or in the aggregate, has not had and would not reasonably be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company, the Company Operating Partnership and the Company Student Housing Subsidiaries have are in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals compliance with the terms of all Governmental Entities (collectively, “the Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits where the absence of whichfailure to so comply would not, individually or in the aggregate, has not had and would not reasonably be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Each of the Company and its Subsidiaries has been operated at all times in compliance with all Laws applicable to the Company or any of its Subsidiaries or by which any property, business or asset of the Company, the Company Operating Partnership or any of the Student Housing Subsidiaries is bound or affected, except for such failures as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as set forth in Section 3.13 does not relate 4.09 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has received written notification of violation of, and to matters the Knowledge of the Company, no claim exists alleging the violation of, any applicable Law of any Governmental Authority, except for violations and notices that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. No investigation or review by any Governmental Authority with respect to Taxesthe Company, the Company Operating Partnership or any of the Student Housing Subsidiaries is pending or, to the Knowledge of the Company, is threatened, other than those the outcome of which are would not, individually or in the subject of Section 3.09 or aggregate, reasonably be likely to Environmental Permits or Environmental Laws, which are the subject of Section 3.14have a Company Material Adverse Effect.

Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance as, individually or in the aggregate, (a) Except as has not had and would not be reasonably likely expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance ashave, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and , since January 1, 2015, the business of the Company, the Company Subsidiaries have and the Public Funds has been conducted in effect accordance with all permitsLaws applicable thereto and, licensesto the Knowledge of the Company, variancesnone of the Company, exemptions, authorizations, operating certificates, franchises, orders and approvals any Company Subsidiary or any Public Fund is under any investigation with respect to or has been threatened to be charged with or given notice of all Governmental Entities (collectively, “Permits”), necessary for them any violation of any applicable Law. Except as would not be reasonably expected to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of whichhave, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect Effect, since January 1, 2015, (i) the Company, the Company Subsidiaries and there the Public Funds have each at all times maintained and been in compliance with all Permits required by all Laws applicable thereto (and a true, correct and complete list of all such material Permits is set forth in Section 4.11(a)(i) of the Company Disclosure Letter), (ii) all such Permits are in full force and effect and are not limited in duration or subject to conditions and (iii) no suspension or cancellation of any such Permit of the Company, the Company Subsidiaries or the Public Funds is pending or threatened. No event or condition has occurred no or exists which would result in a violation of, breach, default (with or without the lapse loss of time or the giving of notice, or both) a benefit under, or event giving to others acceleration of an obligation of the Company, any right of terminationthe Company Subsidiaries or any Public Fund under, amendment or cancelation variation, suspension, revocation or non-renewal or non-variation by request of, any Permit (in each case, with or without notice or lapse of time or both, any such Permit), except for such violations, defaults or events thatas has not had and would reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) Each of the Company and each Company Subsidiary (i) is, and at all times required since January 1, 2015 has been, registered as an investment adviser or community trading advisor with (A) the SEC if such registration is required and (B) with each other Governmental Entity in each jurisdiction in which such registration is required, (ii) is and has been in compliance with the Investment Advisers Act of 1940, as amended, and the Investment Company Act if such compliance is required, and (iii) is, and at all times required since January 1, 2013 has been, a member in good standing of all self-regulatory organizations in which its membership is required in order to conduct its business as now conducted, except, in the case of clauses (i), (ii) and (iii), where the failure to be so registered, in compliance, or in good standing has not had and or would not reasonably be reasonably likely expected to have have, individually or in the aggregate, a Company Material Adverse Effect. This Section 3.13 does Each of the Public Funds is, and at all times required since January 1, 2015 has been, (x) registered as an investment company under the Investment Company Act and (y) in compliance with the Investment Company Act in all material respects. All interests in the Public Funds have been offered and sold in accordance with the Securities Act, the Investment Company Act and all other applicable Law in all material respects. (c) Each Broker-Dealer is, and since January 1, 2015 has been, duly registered as a broker-dealer with the SEC, admitted to membership in FINRA, and duly registered, licensed or qualified as a broker-dealer in each jurisdiction where the conduct of such Broker-Dealer’s business requires such registration, licensing or qualification, and admitted to membership in such clearing agencies as the conduct of its business requires, and such registrations, memberships or qualifications have not relate been suspended, revoked or rescinded and remain in full force and effect. All natural persons associated with each Broker-Dealer are duly registered with FINRA and each jurisdiction where the association of such persons with such Broker-Dealer requires such registration. (d) Each Transfer Agent is, and since January 1, 2015 has been, duly registered as a transfer agent with the SEC, and such registrations have not been suspended, revoked or rescinded and remain in full force and effect. The business of each Transfer Agent has been conducted in compliance with all material requirements of the Exchange Act and the rules and regulations of the SEC. Except as has not had and would not reasonably be expected to matters have, individually or in the aggregate, a Company Material Adverse Effect, each Transfer Agent has filed all required reports, registrations, statements, certifications and other filings, together with any amendments required to be made thereto prior to the date hereof with the SEC and such reports, registrations, statements or other filings (and any amendments thereto) were true, correct and complete in all material respects when made. (e) To the Knowledge of the Company, as of the date hereof, DST Financial Services Europe Limited has regulatory capital resources in excess of the regulatory capital requirements set out in the applicable FCA rules and has not been given notice of any intention or demand by the FCA to materially increase the regulatory capital requirements applicable to DST Financial Services Europe Limited or take any other material action or impose other material requirements in respect of such firm’s systems and controls or conduct of business, in each case in the next 12 months. (f) Prior to Taxesthe date hereof, which are the subject Company has made available to Parent copies of Section 3.09 all material correspondence to the Company or to Environmental Permits any Company Subsidiary from any Governmental Entity with jurisdiction over the Company or Environmental Lawsany Company Subsidiary since January 1, which are the subject of Section 3.142015 (other than routine audits).

Compliance with Applicable Laws. The Company and Since January 1, 2021, none of the Company Subsidiaries and their relevant personnel and operations are or any Company Subsidiary has been, or is in, violation of, or has been given written notice of or been charged with any violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in compliance with all applicable LawsSection 4.12, including those relating to occupational health and safety Section 4.13 or Section 4.21, which shall be governed solely by such Sections), except for any such failure violations that have been cured, or would not reasonably be expected to be in compliance ashave, individually or in the aggregate, a Company Material Adverse Effect. Except for the Permits that are the subject of Section 4.12 and Section 4.13, which are addressed solely in those Sections, the Company and each Company Subsidiary has not had all permits, authorizations, approvals, registrations, certificates, orders, waivers, clearances and variances (each, a “Permit”) necessary to conduct the Company’s or a Company Subsidiary’s business, as applicable, substantially as it is being conducted as of the date hereof, except in each case as would not reasonably be reasonably likely to have a Company Material Adverse Effect. Neither To the Company’s Knowledge, none of the Company nor or any Company Subsidiary has received written notice that any written communication during Permit will be terminated or modified or cannot be renewed in the past two years from a Governmental Entity that alleges that the Company ordinary course of business, except which termination, modification or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance asnonrenewal would not, individually or in the aggregate, has not had and have, or would not reasonably be reasonably likely expected to have have, a Company Material Adverse Effect. The Company All such Permits are valid and in full force and effect and there are no pending or, to the Company Subsidiaries have Company’s Knowledge, threatened administrative or judicial Actions that would reasonably be expected to result in effect all permitsmodification, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease termination or operate their properties and assets and to carry on their businesses as now conductedrevocation thereof, except for such Permits the absence of whichwhich modification, termination or revocation would not, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of noticehave, or both) underwould reasonably be expected to have, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters To the Company’s Knowledge, since January 1, 2021, the Company and each Company Subsidiary has been in material compliance with respect to Taxes, which are the subject terms and requirements of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14such Permits.

Compliance with Applicable Laws. (a) The Company and each of its Subsidiaries has in effect all Approvals of all Governmental Entities necessary for the Company Subsidiaries lawful conduct of their respective businesses, and their relevant personnel there has occurred no default or violation (and operations are in compliance no event has occurred which, with all applicable Lawsnotice or the lapse of time or both, including those relating to occupational health and safety would constitute a default or violation) under any such Approval, except for any such failure failures to be in compliance asobtain, or for defaults or violations under, Approvals which failures, defaults or violations, individually or in the aggregate, has (i) have not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither , (ii) have not impaired and could not reasonably be expected to impair the ability of the Company nor to perform its obligations under any Company Subsidiary has received of the Transaction Documents in any written communication during material respect, and (iii) could not reasonably be expected to delay in any material respect or prevent the past two years from a Governmental Entity that alleges that consummation of any of the transactions contemplated by any of the Transaction Documents. (b) Except as otherwise disclosed in the Current SEC Reports, the Company or a Company Subsidiary is not and its Subsidiaries are in compliance with any all applicable Law Laws and Orders, except for such failure to be in compliance aspossible noncompliance which, individually or in the aggregate, (i) has not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effect. The , (ii) has not impaired and could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, and (iii) could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (c) No investigation or review by any Governmental Entity with respect to the Company, any of its Subsidiaries or the transactions contemplated by this Agreement and the other Transaction Documents is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity notified the Company or any of its Subsidiaries have in effect all permitswriting or, licensesto the Company's Knowledge, variancesotherwise of any intention to conduct the same, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits other than those the absence outcome of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or bothi) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effect. This Section 3.13 does , (ii) have not relate impaired and could not reasonably be expected to matters with impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, or (iii) could not reasonably be expected to delay in any material respect to Taxes, which are or prevent the subject consummation of Section 3.09 or to Environmental Permits or Environmental Laws, which are any of the subject transactions contemplated by any of Section 3.14the Transaction Documents.

Compliance with Applicable Laws. The Company and (a) Except as disclosed on SCHEDULE 3.6, since January 1, 1999, the Company Subsidiaries and their relevant personnel and operations are Business has been conducted in compliance with all applicable Lawsstatutes, laws, ordinances, rules, orders and regulations of all Governmental Entities (including the Food, Drug and Cosmetics Act and those relating to environmental protection and occupational health safety and safety health) (collectively, "Laws" and individually a "Law"), except for any such failure to be in compliance asnoncompliance as would not, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse EffectEffect or prohibit or materially impair the ability of such Seller to consummate the transactions hereunder. Neither Except as set forth in SCHEDULE 3.6, all governmental approvals, permits and licenses required to conduct the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not Business have been obtained and are in compliance full force and effect and are being complied with any applicable Law in all respects except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely failures to have a Company Material Adverse Effect. The Company approvals, permits and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease licenses or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of non-compliance which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters . (b) The Internal Revenue Service has issued a favorable determination letter with respect to Taxesthe Retirement Plan of General Xxxxx, which Inc. and the Bakery, Confectionary, Tobacco and Grain Millers (BCTGM) (the "General Xxxxx Toledo Plan") and the related trust that has not been revoked, and to such Seller's Knowledge, there are no existing circumstances, and no events have occurred, that could adversely affect the subject qualified status of the plan or the related trust under Section 3.09 or to Environmental Permits or Environmental Laws, which are 401(a) of the subject of Section 3.14Code.

Compliance with Applicable Laws. The Except with respect to the matters specifically addressed in clause (d) below (which are addressed exclusively in clause (d) below), matters relating to compliance with Health Care Laws (which are addressed exclusively in clauses (e) through (h) below), infringement or misappropriation of any Intellectual Property Rights (which are addressed exclusively in Section 4.15), Tax compliance matters (which are addressed exclusively in Section 4.16 and Section 4.17), and environmental compliance matters (which are addressed exclusively in Section 4.18(ii)): (a) the Company and each of its Subsidiaries is and since January 1, 2012, has been in compliance with, and to the knowledge of the Company Subsidiaries is not under investigation with respect to and their relevant personnel and operations are in compliance has not been threatened to be charged with all applicable Lawsor given notice of any violation of, including those relating to occupational health and safety any Applicable Law, except for any such failure failures to comply or violations that have not had and would not reasonably be in compliance asexpected to have, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor There is no judgment, decree, injunction, rule or order of any Company Subsidiary has received any written communication during the past two years from a arbitrator or Governmental Entity that alleges that Authority outstanding against the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure of its Subsidiaries that has had or would reasonably be expected to be in compliance ashave, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and Effect or that in any manner seeks to prevent, enjoin, alter or materially delay the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals Merger or any of all Governmental Entities the other transactions contemplated hereby. (collectively, “Permits”), necessary for them b) Except as would not reasonably be expected to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of whichhave, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect Effect, the Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries as currently conducted (the “Company Permits”). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and its Subsidiaries are in compliance with the terms of the Company Permits, and (ii) since January 1, 2012, there has occurred no violation of, default (with or without the notice or lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment allow termination or cancelation cancellation of, with or without notice or lapse of time or both, any such Company Permit, except for such violations, defaults or events that. Except as would not reasonably be expected to have, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect, the Merger, in and of itself, will not cause the revocation, cancellation, non-renewal, adverse modification or termination of any such Company Permit. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2012, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees, or, to the Company’s knowledge, any agent or representative of the Company or any of its Subsidiaries, has, in the course of his, her or its actions for, or on behalf of, any of them (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee; (iii) violated any provision of any Anti-Corruption Law; or (iv) directly or indirectly made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. This Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2012, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company or any of its Subsidiaries, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have instituted and maintain policies and procedures designed to promote and achieve compliance with such laws and the matters referred to in this Section 3.13 does 4.12(c). (d) Except as would not relate reasonably be expected to matters have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees, or, to the Company’s knowledge, any agents or representatives of the Company or any of its Subsidiaries, is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union or any other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (currently, Cuba, Iran, North Korea, Sudan and Syria). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2012, (A) neither the Company nor any of its Subsidiaries has engaged in, directly or indirectly, any dealings or transactions with any Person, or in any country or territory, that, at the time of the dealing or transaction, was the subject of Sanctions, and (B) the Company and each of its Subsidiaries has been in compliance in all material respects with, and has not been penalized for or, to the Company’s knowledge, under investigation with respect to, and has not been threatened to be charged with or given notice of any violation of, any applicable Sanctions or export controls laws. (e) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are not in violation of, and since January 1, 2012 have not violated, any Health Care Laws which regulate their operations, activities, products or services or any assets owned or used by any of them. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders required by any Health Care Laws for the operation of the businesses of the Company and its Subsidiaries as currently conducted (the “HC Company Permits”). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and its Subsidiaries are in compliance with the terms of the HC Company Permits, and (ii) since January 1, 2012, there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event to allow termination or cancellation of, with or without notice or lapse of time or both, any such HC Company Permit. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Merger, in and of itself, will not cause the revocation, cancellation, non-renewal, adverse modification or termination of any such HC Company Permit. (f) None of the Company, any of its Subsidiaries, or their respective employees, officers, or directors, or, to the Company’s knowledge, individuals with direct or indirect ownership interests of five (5) percent or more in the Company or its Subsidiaries, agents or contractors, have been, since January 1, 2012, or is currently debarred by the FDA under 21 U.S.C. § 335a, or suspended, excluded or debarred from contracting with the federal or any state government or from participation in any Federal Health Care Program nor, to the Company’s knowledge, has the Company, any Subsidiary of the Company or any of their respective employees, officers, directors, individuals with direct or indirect ownership interests of five (5) percent or more in the Company or its Subsidiaries, or agents or contractors engaged in conduct which could result in a suspension, debarment, exclusion or disqualification by any Governmental Authority. Except as described in Section 4.12(f) of the Company Disclosure Schedule, there are no proceedings pending or, to the Company’s knowledge, threatened that could result in criminal liability or suspension, exclusion, debarment or disqualification by any Governmental Authority. (g) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) since January 1, 2012, the Company and each of its Subsidiaries has timely filed any and all material notifications, filings and reports utilized as the basis for or submitted in connection with a request for a Company Permit from any Governmental Authority, including premarket notifications to the FDA, and any written contract or other document with respect to Taxesthe purchase or reimbursement of items, products and/or services from the Company by third-party payors, including, but not limited to, Federal Health Care Programs and licensing agencies, insurers and carriers (collectively, “Company Submissions”). To the Company’s knowledge, the Company Submissions were true, complete and correct in all material respects as of the date of submission and any necessary or required updates, changes, corrections or modifications to such Company Submissions have been submitted to the applicable Governmental Authority; (ii) neither the FDA nor any other comparable Governmental Authority has withdrawn or suspended the approval or clearance of, requested or ordered the recall of, ordered the seizure of, or ordered or requested the discontinuation of advertising and promotional materials of any of the products of the Company or any of its Subsidiaries; and (iii) neither the Company nor any Subsidiary of Company has, since January 1, 2012, received (A) any warning or untitled letter, report of inspection observations (including FDA Form 483s), establishment inspection report, notice of violation, clinical hold, or other written documents or other communications from the FDA, any other Governmental Authority or any Institutional Review Board alleging material non-compliance by the Company or such Subsidiary with any Applicable Law or regulatory requirements (including those of the FDA), (B) any written notice from FDA that FDA intends to invoke its policy with respect to Fraud, Untrue Statements of Material Facts, Bribery and Illegal Gratuities, 56 Fed. Reg. 46191 (September 10, 1991) or (C) any written notice or communication from the FDA or any other Governmental Authority which enjoins production at any facility of the Company or any of its Subsidiaries. (h) To the knowledge of the Company, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2012, and except as set forth on Section 4.12(h) of the Company Disclosure Schedule: (i) neither the Company nor any of its Subsidiaries has(A) received or been subject to any notice, citation, suspension, revocation, warning, request of payment or refund, investigation, request for information or administrative proceeding or review by a Governmental Authority which alleges or asserts that the Company or any of its Subsidiaries has violated any Health Care Laws or which requires or seeks any adjustment, modification or alteration in the Company’s or any of its Subsidiary’s operations, activities, products, services or financial condition that has not been resolved, including but not limited to any qui tam lawsuits, or U.S. Department of Justice, OIG, State Attorney General or State Medicaid Agency investigations or audits or(B) been subject to a corporate integrity agreement, deferred prosecution agreement, consent decree, settlement agreement or other similar agreements or orders mandating or prohibiting future or past activities and (ii) neither the Company nor any of its Subsidiaries has settled, or agreed to settle, any actions brought by any Governmental Authority for a violation of any Health Care Laws. To the knowledge of the Company, there are no restrictions imposed by any Governmental Authority upon the subject business, activities, products or services of Section 3.09 the Company or any of its Subsidiaries which would restrict or prevent the Company or such Subsidiary from operating as it currently operates, except as would not reasonably be expected to Environmental Permits have, individually or Environmental Lawsin the aggregate, which are the subject of Section 3.14a Company Material Adverse Effect.

Compliance with Applicable Laws. The Company (a) Parent and its Subsidiaries hold all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders of all Governmental Entities necessary for the Company Subsidiaries and lawful conduct of their relevant personnel and operations are in compliance with all applicable Lawsrespective businesses (the “Parent Permits”), including those relating to occupational health and safety except for any such where the failure to be in compliance as, individually or in the aggregate, so hold has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance ashave, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are in compliance with the terms of the Parent Permits, except where the failure to so comply has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of whichhave, individually or in the aggregate, a Parent Material Adverse Effect. The businesses of Parent and its Subsidiaries are not currently being conducted, and at no time during the past three years have been conducted, in violation of any applicable Law, except for violations that have not had and would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent no investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or threatened, other than those the outcome of which has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events thathave, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except with respect to Tax matters (which are provided for in Section 5.12) and environmental matters (which are provided for in Section 5.14), Parent and its Subsidiaries are in compliance with, and are not in default under or in violation of, any applicable Law, except where such non-compliance, default or violation have not had and would not be reasonably likely to have have, individually or in the aggregate, a Company Parent Material Adverse Effect. This Section 3.13 does Parent has not relate received any written communication since December 31, 2015 from a Governmental Entity that alleges that Parent 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, individually or in the aggregate, be reasonably likely to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14have a Parent Material Adverse Effect.

Compliance with Applicable Laws. (a) The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those applicable Gaming Laws and Laws relating to occupational health and safety safety, except for any such to the extent that the failure to be in compliance as, individually or in the aggregate, with any such Law has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance in any material respect with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse EffectLaw. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary or advisable for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, which has not had and or would not reasonably be reasonably likely expected to have a Company Material Adverse Effect and there Effect. There has occurred no violation of, default (with or without the notice or lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for any such violationsviolation, defaults default or events that, individually or in the aggregate, have event which has not had and or would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. This There is no event which, to the knowledge of the Company, would reasonably be expected to result in the revocation, cancelation, non-renewal or adverse modification of any such Permit, except for any such event that has not had or would not reasonably be expected to have a Company Material Adverse Effect. Notwithstanding the foregoing, this Section 3.13 3.13(a) does not relate to matters with respect to Taxes, Taxes (which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws3.09), ERISA (which are the subject of Section 3.143.11), labor Laws (which are the subject of Section 3.16) or Environmental Laws (which are the subject of Section 3.18).

Compliance with Applicable Laws. The Except as set forth in Schedule 3.1(m) of the Company Disclosure Schedule, to the knowledge of the Company, the Company and the Company each of its Subsidiaries have complied and their relevant personnel and operations are presently complying in compliance all material respects with all applicable laws (whether statutory or otherwise), rules, regulations, orders, ordinances, judgments or decrees of all governmental authorities (Federal, state, local or otherwise) (collectively, "Laws"), including, but not limited to, the Federal Occupational Safety and Health Act, the Federal Consumer Product Safety Act, the rules and regulations of the Nuclear Regulatory Commission, and all Laws relating to the safe conduct of business and environmental protection and conservation, the Civil Rights Act of 1964 and Executive Order 11246 concerning equal employment opportunity obligations of Federal contractors and any applicable health, sanitation, fire, safety, labor, zoning and building Laws and ordinances, and neither the Company nor any of its Subsidiaries has received notification of any asserted present or past failure to so comply, except such non-compliance that has not and will not prevent the Company from carrying on its business substantially as now conducted or might reasonably be expected to result in a Material Adverse Effect. (ii) Each of the Company and its Subsidiaries has in effect all material Federal, state, local and foreign governmental approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights, including all authorizations under Environmental Laws ("Permits"), necessary for it to own, lease or operate its properties and assets and to carry on its business substantially as now conducted, there are no appeals nor any other actions pending to revoke any such Permits, and there has occurred no material default or violation under any such Permits. (iii) To the knowledge of the Company, each of the Company and its Subsidiaries is, and has been, and each of the Company's former Subsidiaries, while a Subsidiary of the Company, was in compliance in all material respects with all applicable Environmental Laws, including those relating except such non-compliance that has not and will not prevent the Company from carrying on its business substantially as now conducted or might reasonably be expected to occupational health result in a Material Adverse Effect. To the knowledge of the Company, as of the date of this Agreement, there are no circumstances or conditions that would be reasonably likely to prevent or interfere with compliance by the Company or its Subsidiaries in the future with Environmental Laws (or Permits issued thereunder) in effect as of the date of this Agreement, except such circumstances or conditions that have not and safety will not prevent the Company from carrying on its business substantially as now conducted or might reasonably be expected to result in a Material Adverse Effect. (iv) Except as set forth on Schedule 3.1(m)(iv) of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has received any written claim, demand, notice, complaint, court order, administrative order or request for information from any Governmental Entity or private party, alleging violation of, or asserting any noncompliance with or liability under or potential liability under, any Environmental Laws, except for matters which are no longer threatened or pending and for which the Company or its Subsidiaries are not subject to further requirements pursuant to an administrative or court order, judgment, or a settlement agreement. (v) To the knowledge of the Company, during the period of ownership or operation by the Company and its Subsidiaries of any of their respective current or previously owned or leased properties, there have been no Releases of Hazardous Material in, on, under or affecting such failure properties and none of the Company or its Subsidiaries have disposed of any Hazardous Material or any other substance in a manner that has led, or could reasonably be anticipated to be lead to a Release except in compliance as, each case for those which individually or in the aggregateaggregate are not reasonably likely to have a Material Adverse Effect. Prior to the period of ownership or operation by the Company and its Subsidiaries of any of their respective current or previously owned or leased properties, has not had to the knowledge of the Company, no Hazardous Material was generated, treated, stored, disposed of, used, handled or manufactured at, or transported shipped or disposed of from, such current or previously owned or leased properties, and there were no Releases of Hazardous Material in, on, under or affecting any such property, except in each case for those which individually or in the aggregate would not be reasonably likely to have a Company Material Adverse Effect. . (vi) Except for leases entered into in the ordinary course of business, as to which no notice of a claim for indemnity or reimbursement has been received by the Company, and except as set forth on Schedule 3.1(m)(vii) of the Company Disclosure Schedule, to the knowledge of the Company, neither the Company nor any of its Subsidiaries has entered into any agreement that may require it to pay to, reimburse, guarantee, pledge, defend, indemnify, or hold harmless any Person for or against any Environmental Liabilities and Costs. (vii) Neither the Company nor any Company Subsidiary of its Subsidiaries has received any written communication during treated, stored or disposed of "hazardous waste", as that term is defined in the past two years from a Governmental Entity that alleges Resource Conservation and Recovery Act, 42 U.S.C. ss. 6901 et seq., analogous state Laws, or the regulations promulgated thereunder, such that the Company or any of its Subsidiaries would be required to obtain a Company Subsidiary is not in compliance with any applicable Law except permit under said Laws for such treatment, storage or disposal and the failure to be in compliance as, individually or in the aggregate, has not had and obtain such permit would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14.

Compliance with Applicable Laws. The Company and Since January 1, 2017, none of the Company Subsidiaries and their relevant personnel and operations are or any Company Subsidiary has been, or is in, violation of, or has been given written notice of or been charged with any violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in compliance with all applicable LawsSection 4.12, including those relating to occupational health and safety Section 4.13 or Section 4.21, which shall be governed solely by such Sections), except for any such failure violations that have been cured, or would not reasonably be expected to be in compliance ashave, individually or in the aggregate, a Company Material Adverse Effect. Except for the Permits that are the subject of Section 4.12 and Section 4.13, which are addressed solely in those Sections, the Company and each Company Subsidiary has not had all permits, authorizations, approvals, registrations, certificates, orders, waivers, clearances and variances (each, a “Permit”) necessary to conduct the Company’s or a Company Subsidiary’s business, as applicable, substantially as it is being conducted as of the date hereof, except in each case as would not reasonably be reasonably likely to have a Company Material Adverse Effect. Neither To the Company’s Knowledge, none of the Company nor or any Company Subsidiary has received written notice that any written communication during Permit will be terminated or modified or cannot be renewed in the past two years from a Governmental Entity that alleges that the Company ordinary course of business, except which termination, modification or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance asnonrenewal would not, individually or in the aggregate, has not had and have, or would not reasonably be reasonably likely expected to have have, a Company Material Adverse Effect. The Company All such Permits are valid and in full force and effect and there are no pending or, to the Company Subsidiaries have Company’s Knowledge, threatened administrative or judicial Actions that would reasonably be expected to result in effect all permitsmodification, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease termination or operate their properties and assets and to carry on their businesses as now conductedrevocation thereof, except for such Permits the absence of whichwhich modification, termination or revocation would not, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of noticehave, or both) underwould reasonably be expected to have, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters To the Company’s Knowledge, since January 1, 2017, the Company and each Company Subsidiary has been in material compliance with respect to Taxes, which are the subject terms and requirements of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14such Permits.

Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety safety, except for any such failure to be in compliance as, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance in any material respect with any applicable Law Law, except for such failure to be in compliance as, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”"PERMITS"), necessary or advisable for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect Effect, and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation cancellation of, with or without notice or lapse of time or both, any such Permit, except for any such violations, defaults or events that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. There is no event which, to the knowledge of the Company, would reasonably likely be expected to result in the revocation, cancellation, non-renewal or adverse modification of any such Permit, except for any such events that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.143.09.

Compliance with Applicable Laws. (a) The Company and the Company each of its Subsidiaries is, and their relevant personnel and operations are since January 1, 2013 has been, in compliance with all applicable Applicable Laws, including those relating to occupational health and safety except for any such failure failures to comply that have not had and would not reasonably be in compliance asexpected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Since January 1, 2013, neither the Company nor any of its Subsidiaries has entered into any agreement or settlement with any Governmental Authority with respect to any actual or alleged violation of any Applicable Law, except for agreements and settlements that have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance ashave, individually or in the aggregate, a Company Material Adverse Effect. (c) Since January 1, 2013, each Regulated Subsidiary of the Company has filed all Company Statutory Filings and all other material Filings (including Filings with respect to premium rates, rating plans, policy terms and other terms established or used by any Subsidiaries of the Company), together with any amendments required to be made with respect thereto, that it was required to file with any Governmental Authority, including CMS, state insurance departments, state departments of health, other applicable state Medicaid authorities, and any other agencies with jurisdiction over the Health Care Programs and including Filings that it was required to file under the Patient Protection and Affordable Care Act (Pub. L. 111-148) as amended by the Health Care and Education Reconciliation Act of 2010 (Pub. L. 111-152), except where the failure to make such Company Statutory Filings and other Filings has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of whichhave, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events thathave, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have adopted and implemented policies, procedures or programs reasonably designed to assure that their respective directors, officers, employees, agents, brokers, producers, contractors, vendors, field marketing organizations, Third Party marketing organizations and similar entities with which they do business are in compliance with all Applicable Laws. (e) With respect to participation in Government Sponsored Health Care Programs, except as has not had and would not reasonably be reasonably likely expected to have have, individually or in the aggregate, a Company Material Adverse Effect. This , each of the Regulated Subsidiaries of the Company that participates in such a Government Sponsored Health Care Program (i) meets the requirements for participation in, and receipt of payment from, the Government Sponsored Health Care Programs in which such Regulated Subsidiary currently participates, and (ii) is a party to one or more valid agreements with the appropriate Governmental Authority, including CMS or applicable state entities. (f) Since January 1, 2013, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries has been or is currently suspended, excluded or debarred from contracting with the federal or any state government or from participating in any Government Sponsored Health Care Program or subject to an investigation or proceeding by any Governmental Authority that could result in such suspension, exclusion or debarment. (g) Since January 1, 2013, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company or any of its Subsidiaries (i) has been assessed a civil monetary penalty under Section 3.13 does not relate 1128A of the Social Security Act, (ii) has been excluded from participation in any federal health care program or state health care program (as such terms are defined by the Social Security Act), (iii) has been convicted of any criminal offense relating to the delivery of any item or service under a federal health care program, or (iv) has been or is a party to or subject to any action or proceeding concerning any of the matters with respect to Taxes, which are described in the subject foregoing clauses (i) through (iii) of this Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.144.17(g).

Compliance with Applicable Laws. The Company and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary in connection with the conduct of their business (the "Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable LawsPermits"), including those relating to occupational health and safety except for any such permits, licenses, variances, exemptions, orders and approvals the failure of which to hold have not had, or would not reasonably be in compliance asexpected to have, individually either singly or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms of the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of failures to comply which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually singly or in the aggregate, have not had and had, or would not reasonably be reasonably likely expected to have have, a Company Material Adverse Effect. This Section 3.13 does The businesses of the Company and its Subsidiaries are not relate being conducted in violation of any law, ordinance or regulation of any Governmental Entity, except for violations which individually or in the aggregate have not had, or would not reasonably be expected to matters have, a Company Material Adverse Effect. No investigation or review by any Governmental Entity with respect to Taxesthe Company or any of its Subsidiaries is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, other than those the outcome of which are have not had, or would not reasonably be expected to have, either singly or in the subject of Section 3.09 or to Environmental Permits or Environmental Lawsaggregate, which are the subject of Section 3.14a Company Material Adverse Effect.

Compliance with Applicable Laws. The Company and Since January 1, 2019, none of the Company Subsidiaries and their relevant personnel and operations are or any Company Subsidiary has been, or is in, violation of, or has been given written notice of or been charged with any violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in compliance with all applicable LawsSection 4.12, including those relating to occupational health and safety Section 4.13 or Section 4.21, which shall be governed solely by such Sections), except for any such failure violations that have been cured, or would not reasonably be expected to be in compliance ashave, individually or in the aggregate, a Company Material Adverse Effect. Except for the Permits that are the subject of Section 4.12 and Section 4.13, which are addressed solely in those Sections, the Company and each Company Subsidiary has not had all permits, authorizations, approvals, registrations, certificates, orders, waivers, clearances and variances (each, a “Permit”) necessary to conduct the Company’s or a Company Subsidiary’s business, as applicable, substantially as it is being conducted as of the date hereof, except in each case as would not reasonably be reasonably likely to have a Company Material Adverse Effect. Neither To the Company’s Knowledge, none of the Company nor or any Company Subsidiary has received written notice that any written communication during Permit will be terminated or modified or cannot be renewed in the past two years from a Governmental Entity that alleges that the Company ordinary course of business, except which termination, modification or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance asnonrenewal would not, individually or in the aggregate, has not had and have, or would not reasonably be reasonably likely expected to have have, a Company Material Adverse Effect. The Company All such Permits are valid and in full force and effect and there are no pending or, to the Company Subsidiaries have Company’s Knowledge, threatened administrative or judicial Actions that would reasonably be expected to result in effect all permitsmodification, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease termination or operate their properties and assets and to carry on their businesses as now conductedrevocation thereof, except for such Permits the absence of whichwhich modification, termination or revocation would not, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of noticehave, or both) underwould reasonably be expected to have, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters To the Company’s Knowledge, since January 1, 2019, the Company and each Company Subsidiary has been in material compliance with respect to Taxes, which are the subject terms and requirements of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14such Permits.

Compliance with Applicable Laws. The (a) Except as disclosed in the Filed Company and SEC Documents, the Company Subsidiaries is, and their relevant personnel and its operations are being conducted, in compliance with all applicable Laws, including those except for such failures to comply as, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in the Filed Company SEC Documents, the Company has not received any written notice: (i) of any administrative, civil or criminal investigation or audit (other than Tax audits) by any Governmental Entity relating to occupational health the Company or (ii) during the past two years, from any Governmental Entity alleging that the Company is not in compliance in any material respect with any applicable Law. (b) The Company has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and safety rights of or with all Governmental Entities ("Permits") necessary for it to own, lease or otherwise hold and to operate its properties and assets and to carry on its business and operations as now conducted, except for any such the failure to be in compliance ashave such Permits that, individually or in the aggregate, has not had and would could not reasonably be expected to have a Company Material Adverse Effect. There have occurred no defaults under, or violations of, any such Permit, except for such defaults and violations that, individually and in the aggregate, have not had and could not reasonably likely be expected to have a Company Material Adverse Effect. Neither the Company Offer nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that Merger, in and of itself, would cause the Company revocation or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals cancellation of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events Permit that, individually or in the aggregate, have not had and would not could reasonably be reasonably likely expected to have a Company Material Adverse Effect. . (c) This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 3.09, or to Environmental Permits or Environmental Lawsenvironmental matters, which are the subject of Section 3.14.

Compliance with Applicable Laws. The Company and (a) Neither the Company Subsidiaries nor any Company Subsidiary is in violation of, and their relevant personnel since January 1, 2012, neither the Company nor any Company Subsidiary has been given written notice of or been charged with any violation of, any Law or order of any Governmental Entity or any Judgment (or any of its own policies with respect to privacy, personal information and operations are in compliance with all applicable Lawsdata security), including those relating to occupational health and safety except for any such failure to be in compliance asviolations that would not, individually or in the aggregate, has not had and would not reasonably be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the each Company Subsidiaries have in effect Subsidiary has all permits, licenses, variances, exemptions, authorizations, operating approvals, registrations, certificates, franchisesorders, orders waivers and approvals of all Governmental Entities variances (collectivelyeach, a “PermitsPermit”), ) necessary for them to own, lease or operate their its properties and other assets and to carry on their businesses conduct its business as now conducted, presently conducted except for such Permits those the absence of whichwhich would not, individually or in the aggregate, has not had and would not reasonably be reasonably likely to have a Company Material Adverse Effect Effect, and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation violation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and those violations which would not reasonably be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does To the knowledge of the Company, neither the Company nor any Company Subsidiary has received notice that any such Permit will be terminated or modified or cannot relate be renewed in the ordinary course of business. (b) To the knowledge of the Company, none of the Company, any Company Subsidiary, or any of their employees, directors or agents is, or since January 1, 2010, has been, in violation of any Law applicable to matters its business, properties or operations and relating to: (1) the use of corporate funds relating to political activity or for the purpose of obtaining or retaining business; (2) payments to government officials or employees from corporate funds; or (3) bribes, rebates, payoffs, influence payments, or kickbacks, except, in each case, for those violations which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (c) To the knowledge of the Company, (a) it is in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, as amended (the “Foreign Corrupt Practices Act”) and any other United States and foreign Laws concerning corrupt payments; and (b) the Company has not been investigated by any Governmental Entity with respect to Taxesto, which are or given notice by a Governmental Entity of, any violation by the subject Company of Section 3.09 the Foreign Corrupt Practices Act or to Environmental Permits any other United States or Environmental Laws, which are the subject of Section 3.14foreign Laws concerning corrupt payments.

Compliance with Applicable Laws. The Company and each of the Company Subsidiaries is, and their relevant personnel and operations are since January 1, 2020 has been, in compliance with all Laws applicable Lawsto the Company or such Company Subsidiary or by which any property or asset of the Company or such Company Subsidiary is bound (except for Laws addressed in Section 4.12, including those relating to occupational health and safety Section 4.13 or Section 4.21, which shall be governed solely by such Sections), except for any such failure violations that have been cured, or would not reasonably be expected to be in compliance ashave, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither Except for the Permits that are the subject of Section 4.12, Section 4.13 or Section 4.21, which are addressed solely in those Sections, the Company nor any and each Company Subsidiary has received any written communication during all permits, authorizations, approvals, registrations, certificates, orders, waivers, clearances and variances (each, a “Permit”) necessary to conduct the past two years from a Governmental Entity that alleges that the Company Company’s or a Company Subsidiary Subsidiary’s business, as applicable, substantially as it is being conducted as of the date hereof, except in each case as would not in compliance with any applicable Law except for such failure reasonably be expected to be in compliance ashave, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and To the Company’s Knowledge, none of the Company Subsidiaries have or any Company Subsidiary has received written notice that any Permit will be terminated or modified or cannot be renewed in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals the ordinary course of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conductedbusiness, except for such Permits the absence of whichwhich termination, modification or nonrenewal would not, individually or in the aggregate, has not had and have, or would not reasonably be reasonably likely expected to have have, a Company Material Adverse Effect Effect. All such Permits are valid and in full force and effect and there has occurred are no violation ofpending or, default (with to the Company’s Knowledge, threatened administrative or without the lapse of time judicial Actions that would reasonably be expected to result in modification, termination or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permitrevocation thereof, except for such violationswhich modification, defaults termination or events thatrevocation would not, individually or in the aggregate, have not had and have, or would not reasonably be reasonably likely expected to have have, a Company Material Adverse Effect. This Section 3.13 does not relate to matters To the Company’s Knowledge, since January 1, 2020, the Company and each Company Subsidiary has been in material compliance with respect to Taxes, which are the subject terms and requirements of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14such Permits.

Compliance with Applicable Laws. The Except as set forth on Section 4.13 of the Company Disclosure Schedule, the Company and the Company each of its Subsidiaries and their relevant personnel and operations are is and, at all times since June 29, 2008 has been, in compliance with all applicable Laws, including those relating to occupational health and safety Applicable Laws except for any such failure failures to comply or violations that have not had or would not reasonably be in compliance asexpected to have, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse EffectEffect on the Company. Neither The Company and its Subsidiaries hold all material governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company nor any and its Subsidiaries, taken as a whole (the “Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Permits”). The Company or a Company Subsidiary and each of its Subsidiaries is not in compliance with any applicable Law the terms of the Company Permits, except for such failure failures to comply or violations that have not had or would not reasonably be in compliance asexpected to have, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect on the Company, and there has occurred no violation or breach of, default (with or without the notice or lapse of time or the giving of noticetime, or both) under, under or event giving to others any right of terminationrevocation, amendment non-renewal, adverse modification or cancelation cancellation of, with or without notice or lapse of time or both, any such Company Permit, except for such violations, breaches, defaults or events thatthat would not reasonably be expected to have, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse EffectEffect on the Company. This Section 3.13 does The consummation of the transactions contemplated hereby will not relate result in any such revocation, non-renewal, adverse modification or cancellation that would reasonably be expected to matters with respect to Taxeshave, which are individually or in the subject of Section 3.09 or to Environmental Permits or Environmental Lawsaggregate, which are a Material Adverse Effect on the subject of Section 3.14Company and its Subsidiaries, taken as a whole.

Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating (a) Except as would not reasonably expected to occupational health and safety except for any such failure to be in compliance ashave, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither , the Company nor and the Company Subsidiaries are, and since January 1, 2018, have been, in material compliance with all Laws and Orders applicable to the Company or any Company Subsidiary has received or by which the Company or any written communication during the past two years from a Company Subsidiary or any of their respective businesses or properties is bound. Since January 1, 2018, no Governmental Entity that alleges has issued any notice or notification stating that the Company or a any Company Subsidiary is not in compliance with any applicable Law in any material respect. (b) The Company and the Company Subsidiaries hold, to the extent necessary to lawfully operate their respective businesses as such businesses are being operated as of the date hereof, all Permits, except for such any Permits for which the failure to obtain or hold could not reasonably be in compliance asexpected to have, individually or in the aggregate, has a Company Material Adverse Effect. No suspension, cancellation, non-renewal, or adverse modifications of any Permits of the Company or any Company Subsidiary is pending or, to the Knowledge of the Company, threatened in writing except for any such suspension or cancellation which could not had and would not reasonably be reasonably likely expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each Company Subsidiary is and, since January 1, 2018, has been in compliance with the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals terms of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for where the failure to be in such Permits the absence of whichcompliance has not had, and could not reasonably be expected to have, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14.

Compliance with Applicable Laws. The Company and Since January 1, 2017, none of the Company Subsidiaries and their relevant personnel and operations are in compliance or any Company Subsidiary has been, or is in, violation of, or has been given written notice of or been charged with all any violation of, any Law applicable Lawsto the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound, including those relating to occupational health and safety except for any such failure to be in compliance asviolations that have been cured, or would not, individually or in the aggregate, has not had and would not reasonably be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely expected to have a Company Material Adverse Effect. The Company and the each Company Subsidiaries have in effect Subsidiary has all permits, licenses, variances, exemptions, authorizations, operating approvals, registrations, certificates, franchisesorders, orders waivers, clearances and approvals variances (each, a “Permit”) necessary to (x) conduct the Company’s or a Company Subsidiary’s business, as applicable, substantially as it is being conducted as of all Governmental Entities the date hereof, and (collectively, “Permits”), necessary for them to own, lease or operate their properties y) permit the lawful use and assets operation of the Company Properties substantially as they are being used and to carry on their businesses operated as now conductedof the date hereof, except for such Permits the absence of whichin each case as would not, individually or in the aggregate, has not had and would not reasonably be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely expected to have a Company Material Adverse Effect. This Section 3.13 does To the Company’s Knowledge, none of the Company or any Company Subsidiary has received written notice that any Permit will be terminated or modified or cannot relate be renewed in the ordinary course of business, except as would not, individually or in the aggregate, reasonably be expected to matters have a Company Material Adverse Effect. All such Permits are valid and in full force and effect and there are no pending or, to the Company’s Knowledge, threatened administrative or judicial Actions that would reasonably be expected to result in modification, termination or revocation thereof, except which modification, termination or revocation would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since January 1, 2017, the Company and each Company Subsidiary has been in compliance in all material respects with respect the terms and requirements of such Permits, except as would not, individually or in the aggregate, reasonably be expected to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14have a Company Material Adverse Effect.

Compliance with Applicable Laws. The Company (i) ev3 and the Company its Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect hold all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities which are material to the operation of the businesses of ev3 and its Subsidiaries, taken as a whole (collectively, the “ev3 Permits”), necessary for them and ev3 and its Subsidiaries are and have been in compliance with the terms of the ev3 Permits and all Applicable Laws and their own privacy policies, except where the failure so to ownhold or comply, lease individually or operate their properties in the aggregate, would not reasonably be expected to have a material adverse effect on ev3. The businesses of ev3 and assets its Subsidiaries are not being and to carry on their businesses as now conductedhave not been conducted in violation of any law, ordinance or regulation of any Governmental Entity (including the Xxxxxxxx-Xxxxx Act of 2002), except for such Permits the absence of possible violations which, individually or in the aggregate, has do not had have, and would not reasonably be reasonably likely expected to have have, a Company Material Adverse Effect material adverse effect on ev3. (ii) To the extent any product produced, manufactured, marketed or distributed at any time by ev3 or any of its Subsidiaries (“ev3 Product”) is being marketed in the United States or internationally. ev3 has obtained all necessary approvals, certifications, authorizations, clearances, and there has occurred no violation ofpermits of the FDA and any other Governmental Entity (“ev3 Licenses”), default (and is in compliance with or without the lapse FDCA and comparable state laws, and with other Applicable Laws relating to the clinical study, approval/clearance, manufacturing, labeling, marketing and selling of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permitmedical devices, except for such violations, defaults or events thatwhere the failure so to comply, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effectmaterial adverse effect on ev3. This Section 3.13 does not relate Any modifications to matters any ev3 Product marketed by ev3 have been made in accordance with Applicable Laws. All manufacturing facilities producing ev3 Products are in compliance in all material respects with the FDA’s Quality System Regulation requirements at 21 C.F.R. Part 820 as applicable. There have been no recalls, field notifications or seizures ordered or adverse regulatory actions taken or threatened by the FDA or any other Governmental Entity with respect to Taxesany of the ev3 Products, which including any facilities where any ev3 Products are produced, processed, packaged or stored. Neither the subject FDA nor any other Governmental Entity has served any notice, warning letter, regulatory letter, or any other similar communication stating that ev3 was or is or may be in violation of Section 3.09 any law, regulation, rule, ordinance, clearance, approval, exemption, or guidance. ev3 has no knowledge of any pending regulatory action (other than non-material routine or periodic inspections or reviews) against ev3 by the FDA or any other Governmental Entity. All filings with and submissions to the FDA and any other Governmental Entity made by ev3 with regard to the ev3 Products were true, accurate and complete as of the date made, and, to the extent required to be updated, as so updated remain true, accurate and complete as of the date hereof, and do not materially misstate any of the statements or information included therein, or omit to state a material fact necessary to make the statements therein not misleading. All Medical Device Reports for adverse events with respect to any ev3 Product required to be filed under the FDCA and FDA regulations have been filed. ev3 has been and is in compliance with all applicable advertising and promotional regulations promulgated in accordance with the FDCA, including but not limited to regulations relating to the unlawful promotion of medical devices for off-label uses. (iii) All non-clinical laboratory studies of products sponsored by ev3 and intended to be used to support regulatory clearance or approval, have been and are being conducted in compliance in all material respects with the FDA’s Good Laboratory Practice for Non-Clinical Studies regulations (21 CFR Part 58) in the U.S. and, to the extent applicable to ev3, counterpart regulations in the European Union and all other countries. All clinical studies of products sponsored by ev3 and intended to be used to support regulatory clearance or approval, have been and are being conducted in compliance in all material respects with the FDA’s Good Clinical Practice regulations, (collectively 21 CFR Parts 11, 50, 54, 56, 812 and 814) in the U.S. and, to the extent applicable to ev3, counterpart regulations in the European Union and all other countries. ev3 has conducted all of its clinical trials with reasonable care and in all material respects in accordance with all Applicable Laws and the stated protocols for such clinical trials. ev3 is in compliance in all material respects with all applicable reporting requirements for all ev3 Licenses or plant registrations including, but not limited to, applicable adverse event reporting requirements in the United States and outside of the U.S. under Applicable Law. The Disclosure Schedule sets forth a list of all ev3 Licenses. (iv) ev3 and each of its Subsidiaries are in compliance with, to the extent applicable, (i) all rules and regulations of the Medicare and Medicaid programs, including any guidance interpreting such rules and regulations, and any other federal health care program; (ii) all federal laws, rules, regulations and applicable guidance relating to health care fraud and abuse, including, without limitation: (A) the Anti-Kickback Law, 42 U.S.C. § 1320a-7b, 42 C.F.R. § 1001.952, (B) the federal false coding statute, 42 U.S.C. § 1320a-7a, (C) the federal physician self-referral prohibition, 42 U.S.C. § 1395nn, 42 C.F.R. § 411.351 et seq., and (D) the False Claims Act, 31 U.S.C. § 3729 et seq.; (iii) any and all state laws relating to health care fraud and abuse; (iv) state laws relating to Medicaid or any other state health care or health insurance programs; (v) federal or state laws relating to billing or claims for reimbursement submitted to any third-party payor; (vi) any other federal or state laws relating to fraudulent, abusive or unlawful practices connected in any way with the provision of health care items or services, or the billing for or claims for reimbursement for such items or services provided to a beneficiary of any state, federal or other governmental health care or health insurance program or any private payor; and (vii) any and all state laws relating to insurance and risk sharing products, services and arrangements and the like, except where any failure to be in compliance with any of the foregoing matters described above in clauses (i) through (vii) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on ev3. No third-party payment program has imposed a fine, penalty or other sanction on ev3 or its Subsidiaries and none of ev3 or its Subsidiaries has been excluded or suspended from participation in any such program, except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on ev3. (v) There is no pending, nor to the knowledge of ev3, threatened, proceeding, informational inquiry or investigation under any Government Program involving ev3, nor is ev3 aware of any pending, or to Environmental Permits the knowledge of ev3, threatened, proceeding, informational inquiry or Environmental investigation under any Private Insurance Program involving ev3. ev3’s sales and marketing practices are, and have been, in compliance in all material respects with all Applicable Laws and all policies of applicable Private Insurance Programs and Government Programs. To ev3’s knowledge, ev3 has not arranged with or contracted with (by employment or otherwise) any person who is excluded from participation in any Government Program for the provision of items or services for which payment may be made under any such Government Program. None of the officers, directors, agents or managing employees (as such term is defined in 42 U.S.C. Section 1320a-5(b)) of ev3 has been excluded from any Government Program or been subject to sanction pursuant to 42 U.S.C. Section 1320a-7a or 1320a-8 or been convicted of a crime described at 42 U.S.C. Section 1320a-7b. Neither ev3, any director, officer or employee of ev3, nor any agent acting on behalf of or for the benefit of any of ev3, has directly or indirectly in connection with ev3: (i) offered or paid any remuneration, in cash or in kind, to or made any financial arrangements with, any past, present or potential customers, past or present suppliers, patients, contractors or employees of private third party payors or Government Programs in order to obtain business or payments from such persons other than in the ordinary course of business; (ii) given or agreed to give, any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any customer or potential customer, supplier or potential supplier, contractor, private third party payor or any other person other than in connection with promotional or entertainment activities in the ordinary course of business and in compliance with ev3’s compliance program; (iii) made any false entries on any of ev3’s books or records for any purpose prohibited by Applicable Law; or (iv) made any representations to customers (physicians, hospitals, clinics, managed care organizations and other health care providers and third party payors) regarding appropriate reimbursement coverage and/or codes which resulted in a submission by such customer to any federal, state or private third party payor for the products sold by ev3, whether orally or in writing, that were not true, accurate and complete as of the date hereof and that did not and do not materially misstate or misapply any of the reimbursement coverage and/or codes of either Government Programs and/or Private Insurance Programs that have provided reimbursement for any ev3 Product. Neither ev3, nor any director, officer or employee of ev3 is a party to any contract to provide services, lease space or lease equipment to ev3 with any physician, health care facility, hospital or other person who is in a position to make or influence referrals to ev3 where such contract or provision of services or space is prohibited by Applicable Law, nor has ev3 or any director, officer or employee of ev3 provided any remuneration, in cash or in kind, to any health care provider who is in a position to make or influence the referral of patients to a physician who uses any ev3 Product where such remuneration is prohibited by Applicable Law. (vi) Since January 1, 2005, ev3 and its Subsidiaries have complied with the WARN Act and all similar state, local and foreign Applicable Laws. All liabilities and obligations relating to the employment, which are termination or employee benefits of any former employees previously terminated by ev3 or any of its Subsidiaries, including notice, termination pay, severance pay or other amounts in connection with the subject WARN Act and all similar state, local, or foreign Applicable Laws or agreements, have been paid. No terminations of Section 3.14any such employees prior to Closing shall result in unsatisfied liability or obligation under the WARN Act or similar state, local and foreign Applicable Laws.

Compliance with Applicable Laws. The Company and Neither the Company Subsidiaries nor any Company Subsidiary is in violation of, and their relevant personnel and operations are in compliance from January 1, 2017, through the date hereof, neither the Company nor any Company Subsidiary has been given written notice of or been charged with all applicable Lawsany violation of, including those relating to occupational health and safety any Law or Order, except for any such failure to be in compliance asviolations that, individually or in the aggregate, has not had and would not reasonably be reasonably likely to have a Company Material Adverse Effect. Neither As of the date hereof, the Company nor any and each Company Subsidiary has received any written communication during all permits, authorizations, approvals, registrations, certificates, Orders, waivers and variances (each, a “Permit”) necessary to conduct its business as presently conducted except those the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance asabsence of which would not, individually or in the aggregate, has not had and would not reasonably be reasonably likely to have a Company Material Adverse Effect. The Company and To the Knowledge of the Company, neither the Company Subsidiaries have nor any Company Subsidiary has received notice that any Permit will be terminated or modified or cannot be renewed in effect all permitsthe ordinary course of business. Notwithstanding anything in this Agreement to the contrary, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders the representations and approvals of all Governmental Entities warranties set forth in this Section 4.12 do not apply to any matters that are subject to the representations and warranties set forth in Section 4.08 (collectively, “Permits”Taxes), necessary for them to ownSection 4.09 (Labor Matters), lease or operate their properties Section 4.10 (Employee Benefits), Section 4.13 (Environmental Matters) and assets Section 4.17 (Government Contracts), it being understood that the representations and to carry on their businesses as now conductedwarranties set forth in this Section 4.12, except for such Permits Section 4.08, Section 4.09, Section 4.10, Section 4.13 and Section 4.17 are the absence of which, individually or in the aggregate, has not had sole representations and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters warranties with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14respective matters set forth therein.

Compliance with Applicable Laws. The Company (a) Except as set forth in Section 3.13(a) of the Partnership Disclosure Letter, the Partnership and the Company Subsidiaries each Subsidiary is, and their relevant personnel and operations are being conducted, in compliance with all applicable Laws, including those except for such failures to comply as, individually or in the aggregate, could not reasonably be expected to have a Partnership Material Adverse Effect. (b) Except as set forth in Section 3.13(b) of the Partnership Disclosure Letter, neither the Partnership nor any Subsidiary has received any written notice: (i) of any administrative, civil or criminal investigation or audit (other than Tax audits) by any Governmental Entity relating to occupational health the Partnership or any Subsidiary or (ii) during the past two (2) years, from any Governmental Entity alleging that the Partnership or any Subsidiary is not in compliance in any material respect with any applicable Law. (c) The Partnership and safety each Subsidiary, to their knowledge, has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights of or with all Governmental Entities ("Permits") necessary for it to own, lease or otherwise hold and to operate its properties and assets and to carry on their business and operations as now conducted, except for any such the failure to be in compliance ashave such Permits that, individually or in the aggregate, has not had and would could not reasonably be reasonably likely expected to have a Company Partnership Material Adverse Effect. Neither the Company Partnership nor any Company Subsidiary has received notice of any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) defaults under, or event giving to others any right of termination, amendment or cancelation violations of, with or without notice or lapse of time or both, any such Permit, except for such violationsdefaults and violations that, defaults individually and in the aggregate, have not had and could not reasonably be expected to have a Partnership Material Adverse Effect. The Merger, in and of itself, will not cause the revocation or events cancellation of any such Permit that, individually or in the aggregate, have not had and would not could reasonably be reasonably likely expected to have a Company Partnership Material Adverse Effect. . (d) This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 3.09, or to Environmental Permits or Environmental Lawsenvironmental matters, which are the subject of Section 3.14.

Compliance with Applicable Laws. The Except as disclosed in the Filed Company SEC Documents or in Section 3.13 of the Company Disclosure Letter, the Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Judgments and Laws, including those relating to occupational health and safety and the environment, except for any such failure to be in compliance asinstances of noncompliance that, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither Except as set forth in the Filed Company SEC Documents or in Section 3.13 of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance in any material respect with any applicable Law Law. Each of the Company and the Company Subsidiaries has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights of or with all Governmental Entities, including all authorizations under Environmental Laws (“Permits”), necessary for it to own, lease or operate its properties and assets and to carry on its business and operations as now conducted, except for such where the failure to be in compliance asobtain any such Permit, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. There has occurred no default under, or violation of, any such Permit, except for defaults under, or violations of, Permits, except where such default or violation, individually or in the aggregate, would not reasonably likely be expected to have a Company Material Adverse Effect. The Merger, in and of itself, would not cause the revocation or cancellation of any such Permit that is material to the Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses taken as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effectwhole. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.143.09.

Compliance with Applicable Laws. The (a) To the knowledge of the Company, the Company and the Company its Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect hold all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses substantially as now conductedconducted (the "Company Permits"), except for such Permits permits, licenses, variances, exemptions, orders and approvals the absence failure of which to hold would not have a Company Material Adverse Effect. To the knowledge of the Company, the Company and its Subsidiaries are in substantial compliance with applicable laws and the terms of the Company Permits, except for such failures so to comply which would not have a Company Material Adverse Effect. To the knowledge of the Company, the business operations of the Company and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental Entity, except for possible violations which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect Effect. (b) The Company does not know of any facts or circumstances which would disqualify it under the Communications Act of 1934, as amended (the "Communications Act"), from assigning or transferring control of the Company's radio and television broadcast operations. There are no FCC notices of violations or adverse orders against the Company or its Subsidiaries and, as of the date hereof, there has occurred are no violation ofactions, default (with suits or without proceedings pending or, to the lapse knowledge of time the Company, threatened before the FCC for the cancellation, material involuntary modification or the giving non-renewal of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such PermitFCC Licenses, except for any such violationsnotice of violation, defaults adverse order, action, suit or events thatproceeding generally affecting the industries in which the Company operates or which would not, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, Effect and except for FCC License renewal proceedings which are the subject Company reasonably expects will result in renewals of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14FCC Licenses.

Compliance with Applicable Laws. (a) The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Applicable Laws, including those relating to occupational health and safety except for any such failure instances of noncompliance that have not had and would not reasonably be likely to be in compliance ashave, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither None of Seller, the Company nor any Company Subsidiary and the Subsidiaries has received any written communication during the past two years twelve months from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance in any respect with any applicable Law except for such failure Applicable Law, which allegation if proven would reasonably be likely to be in compliance ashave, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have are in effect material compliance with all permitsgovernmental qualifications, registrations, licenses, variancespermits, exemptionsapprovals, authorizations, operating certificates, franchises, orders and approvals of all consents or other authorizations from a Governmental Entities Entity (collectively, “Permits”), necessary ) required for them to own, lease or operate their properties the operation of the businesses of the Company and assets and to carry on their businesses the Subsidiaries as now currently conducted, except for such Permits the absence of which, individually or any failures to be in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, compliance that have not had and would not be reasonably likely to have have, individually or in the aggregate, a Company Material Adverse Effect. This Section 3.13 3.14(a) does not relate to matters with respect to Taxes, which are the subject of Section 3.09 3.10, or to Environmental Permits or Environmental Lawsenvironmental matters, which are the subject of Section 3.143.14(b). (b) Except for matters that would not reasonably be likely to have a Company Material Adverse Effect, (i) the Company and the Subsidiaries are in compliance with Environmental Laws, (ii) the Company and the Subsidiaries hold, and are in compliance with, all material Permits required under Environmental Laws for the Company and the Subsidiaries to conduct their respective business operations, (iii) the Company and the Subsidiaries have not entered into or agreed to any court decree or order, are not subject to any Judgment, and have not received any written notices or complaints relating to compliance with, or liability under, any Environmental Law, (iv) no releases of Hazardous Materials have occurred at, from, in, to, on or under any property currently or, to Seller’s knowledge, formerly owned, operated or leased by the Company or any Subsidiary or any current or, to Seller’s knowledge, former subsidiary thereof which releases would be reasonably likely to result in liability to the Company or any Subsidiary, and (v) neither the Company or any Subsidiary, any current or, to Seller’s knowledge, former subsidiary thereof, nor, to Seller’s knowledge, any predecessor of any of the foregoing has transported or arranged for the treatment, storage, disposal or transportation of any Hazardous Materials to any off-site location which would be reasonably likely to result in liability to the Company or any Subsidiary. The term “Environmental Laws” means all Applicable Laws or Judgments relating to the environment, preservation or reclamation of natural resources, the protection of human health or worker health and safety, or the management, use, handling, generation, treatment, storage, transportation, disposal, labeling, release, threatened release of or exposure of any Person to Hazardous Materials. The term “Hazardous Materials” means (1) any radioactive materials or wastes, petroleum (including crude oil or any fraction thereof) or asbestos containing materials and (2) any other wastes, materials, chemicals or substances regulated pursuant to any Environmental Law.

Compliance with Applicable Laws. (a) The Company and each of the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety safety, except for any such failure to be in compliance asinstances of noncompliance that, individually or and in the aggregate, has have not had and would are not be reasonably likely expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written 27 23 communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance in any material respect with any applicable Law which has resulted in, or is reasonably expected to result in, any material liability. This Section 3.13(a) does not relate to matters with respect to Taxes, which are the subject of Section 3.09, or Environmental Laws (as defined in Section 3.13(c)), which are the subject of Section 3.13(b). (i) The Company and each of the Company Subsidiaries are, and have been, in compliance with all applicable Environmental Laws, except for instances of noncompliance that, individually and in the aggregate, have not had and are not reasonably expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a any person or Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any material applicable Law Environmental Laws which has resulted in, or is reasonably expected to result in, any material liability; (ii) the Company and each of the Company Subsidiaries hold, and are in compliance with, all environmental, health and safety permits and governmental authorizations (collectively, "ENVIRONMENTAL PERMITS") required under Environmental Laws to conduct their respective businesses, except for such where the failure to be in compliance asso obtain or comply, individually or and in the aggregate, has not had and would is not be reasonably likely expected to have a Company Material Adverse Effect. The ; (iii) there are no Environmental Claims pending or, to the knowledge of the Company, threatened against the Company and or any of the Company Subsidiaries or against any person or entity whose liability for any such Environmental Claim the Company or any of the Company Subsidiaries has or may have retained or assumed either contractually or by operation of law, in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conductedeach case, except for such Permits the absence of whichEnvironmental Claims that, individually or and in the aggregate, has have not had and would are not be reasonably likely expected to have a Company Material Adverse Effect Effect; (iv) there have been no Releases of any Hazardous Material, and there has occurred is no violation ofHazardous Material stored on, default (with at or without under any property owned by the lapse Company or any Company Subsidiary, in each case that could reasonably be likely to form the basis of time any Environmental Claim against the Company or any of the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such PermitCompany Subsidiaries, except for such violationsEnvironmental Claims that, defaults individually and in the aggregate, have not had and are not reasonably expected to have a Company Material Adverse Effect; (v) neither the Company nor or events any of the Company Subsidiaries has retained or assumed either contractually or by operation of law any liabilities or obligations that could reasonably be likely 28 24 to form the basis of any Environmental Claim that, individually or in the aggregate, have not had and would not be is reasonably likely expected to have a Company Material Adverse Effect. This Section 3.13 does ; and (vi) none of the products manufactured or sold by the Company or any Company Subsidiary in any European country subject to the jurisdiction of European Commission Law contains any ingredient or other material in quantities or concentrations that would violate any current or proposed European Commission Law, except as has not relate had and is not reasonably expected to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14have a Company Material Adverse Effect. (c) As used in this Agreement:

Compliance with Applicable Laws. (a) The Company is, and the Company Subsidiaries and their relevant personnel and Company's operations are have been conducted, in compliance with all applicable Laws, including those except for such failures to comply as, individually or in the aggregate, would not have a Company Material Adverse Effect. The Company has not received any written notice: (i) of any administrative, civil or criminal investigation or audit (other than Tax or government royalty audits) by any Governmental Entity relating to occupational health the Company or (ii) during the past two years, from any Governmental Entity alleging that the Company is not in compliance in any material respect with any applicable Law that has not otherwise been cured to the satisfaction of such Governmental Entity. (b) The Company has in full force and safety effect all approvals, authorizations, certificates, filings, franchises, licenses, notices, permits, exemptions, exceptions, registrations and rights of or with all Governmental Entities ("Permits") necessary for the Company to own, lease or otherwise hold and to operate the Company's properties and assets and to carry on the Company's business and operations as now conducted, except for any such the failure to be in compliance ashave such Permits that, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to There have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) defaults under, or event giving to others any right of termination, amendment or cancelation violations of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events and violations that, individually or and in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. There is no action, proceeding or investigation pending or to the knowledge of the Company, threatened, that could reasonably be expected to result in suspension, revocation or cancellation of any Permits. The Merger, in and of itself, would not cause the revocation or cancellation of any such Permit that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. (c) This Section 3.13 3.12 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 3.08, or to Environmental Permits or Environmental Lawsenvironmental matters, which are the subject of Section 3.143.13.

Compliance with Applicable Laws. The Except as set forth in Section 3.9 of the Company Disclosure Schedule, the businesses of the Company and its Subsidiaries are not being conducted in violation of any law, ordinance, obligation or regulation of any Governmental Entity (including without limitation, the Company Subsidiaries (i) Communications Act of 1934, as amended, (ii) the rules, regulations and their relevant personnel policies of the FCC and operations are in compliance with State PUCs, (iii) any and all applicable LawsUniversal Service Fund obligations, including those relating and (iv) the Communications Assistance to occupational health and safety Law Enforcement Act) except for where any such failure violation would not reasonably be expected to be in compliance ashave, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither Each of the Company nor and its Subsidiaries has in effect all Federal, state, local and foreign governmental approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights ("Permits") necessary for it to own, lease or operate its assets and to carry on its business as now conducted (including, without limitation, those required pursuant to Environmental Laws (as defined in Section 3.11(a)), and there has occurred no default or limitation, or an event which, with notice or lapse of time or both, would constitute a default or limitation, with respect to any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law such Permit, except for such failure the lack of Permits and for defaults or limitations under Permits which would not reasonably be expected to be in compliance ashave, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company its Subsidiaries have complied and are in effect compliance with the terms of the Permits and all permitsapplicable statutes, licenseslaws, variancesordinances, exemptions, authorizations, operating certificates, franchisesrules, orders and approvals regulations of all any Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conductedEntity, except for such Permits the absence instances of noncompliance which, individually or in the aggregate, has not had and would not reasonably be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely expected to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters As of the date of this Agreement, no action, demand, requirement or investigation by any Governmental Entity with respect to Taxes, the Company or any of its Subsidiaries which are the subject of Section 3.09 could reasonably be expected to have a Company Material Adverse Effect is pending or to Environmental Permits or Environmental Lawsthe best knowledge of the Company threatened, which are nor has any Governmental Entity indicated an intention to conduct the subject of Section 3.14same.

Compliance with Applicable Laws. The Company Except as disclosed in Section 4.15 of the Seller Disclosure Schedule: (a) (i) During the period of Parent’s ownership of Seller and the Company, the Company Subsidiaries and their relevant personnel and operations are is complying with has complied with, all applicable Laws (including all Gaming Laws), except where the failure to have been in compliance with all applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance asor comply would not have, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither , and (ii) the Company nor has not received written notice of any Company Subsidiary has received asserted present or past failure to comply, nor, to the knowledge of the Seller or the Company, is aware of any written communication during threatened action to do so, except where the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not failure to have been in compliance with any applicable Law except for such failure to be in compliance asor comply would not have, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. . (b) The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of has all Governmental Entities (collectively, “Permits”), Approvals necessary for them to own, lease or operate their properties and assets and it to carry on their businesses its non-gaming business as now conductedconducted and there have occurred no defaults, revocations or suspensions under any such Governmental Approvals, except for such Permits the absence of whichwhich would not have, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect Effect. (c) The Company holds all Gaming Licenses and Liquor Licenses necessary to operate its business, and such Gaming Licenses and Liquor Licenses are in full force and effect and have not been revoked or suspended, and there has been no violation of a type material to the continued maintenance of the Company’s Gaming Licenses or Liquor Licenses. (d) During the period of Parent’s ownership of Seller and the Company, the Company has not: (i) applied for a casino, racing or other Gaming License in any state or other jurisdiction and been denied; (ii) experienced any revocation or failure to renew any such license; or (iii) withdrawn or not applied for any such license or renewal after being informed orally or in writing by any Governmental Entity, that the Company would be denied such a license or renewal if it were applied for. (e) Except as disclosed in Section 4.15(e) of the Seller Disclosure Schedule, the Company has no knowledge of any facts or circumstances relating to the conduct of the Company, or any director, officer, employee or stockholder of the Company that would reasonably be expected to cause any Nevada Gaming Authority to revoke, suspend or fail to renew the Company’s Gaming Licenses or take disciplinary action against the Company. (f) The Company’s directors, managers, officers, employees, members, and stockholders hold all Governmental Approvals (including all Gaming Licenses and other authorizations under Gaming Laws and Liquor Licenses) necessary to carry on its business as now conducted, each of which is in full force and effect, and there has occurred no violation ofdefault, default revocation or suspension under any such Governmental Approval. (with g) To the knowledge of the MGM Entities, since January 1, 2007, none of the Company’s directors, managers, officers, employees, members, or without the lapse of time or the giving of stockholders has received any claim, demand, notice, or both) undercomplaint, or event giving order from any Governmental Entity of any asserted failure by such Person to others any right comply with applicable Gaming Laws of terminationa type material to the continued maintenance of the Company’s Gaming Licenses. Without limiting the generality of the foregoing, amendment or cancelation ofneither the Company nor, with or without notice or lapse to the knowledge of time or boththe MGM Entities, any such Permitof its directors, except for such violationsmanagers, defaults officers, employees, members, or events thatstockholders, individually or has made any payments to any Person in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters connection with respect to Taxesits business, which are payments violate applicable Law, including, without limitation, the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14Foreign Corrupt Practices Act.

Compliance with Applicable Laws. (i) The Company and each of its Subsidiaries have in effect all Approvals of all Governmental Entities necessary for the Company Subsidiaries lawful conduct of their respective businesses, and their relevant personnel there has occurred no default or violation (and operations are in compliance no event has occurred which, with all applicable Lawsnotice or the lapse of time or both, including those relating to occupational health and safety would constitute a default or violation) under any such Approval, except for any such failure failures to be in compliance asobtain, or for defaults or violations under, Approvals which failures, defaults or violations, individually or in the aggregate, has (i) have not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither , (ii) have not impaired and could not reasonably be expected to impair the ability of the Company nor to perform its obligations under any Company Subsidiary has received of the Transaction Documents in any written communication during material respect, or (iii) could not reasonably be expected to delay in any material respect or prevent the past two years from a Governmental Entity that alleges that consummation of any of the transactions contemplated by any of the Transaction Documents. (ii) Except as disclosed in the Company or a SEC Documents, the businesses of the Company Subsidiary is not and its Subsidiaries are in compliance with any all applicable Law Laws and Orders, except for such failure to be in compliance aspossible noncompliance, which, individually or in the aggregate, has (i) have not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effect. The , (ii) have not impaired and could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, or (iii) could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (iii) No investigation or review by any Governmental Entity with respect to the Company, any of its Subsidiaries, the transactions contemplated by this Agreement and the other Transaction Documents, to the knowledge of the Company, is pending or threatened, nor has any Governmental Entity notified the Company or any of its Subsidiaries have in effect all permitswriting or, licensesto the Company's knowledge, variancesotherwise of any intention to conduct the same, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits other than those the absence outcome of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or bothi) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effect. This Section 3.13 does , (ii) have not relate impaired and could not reasonably be expected to matters with impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, or (iii) could not reasonably be expected to delay in any material respect to Taxes, which are or prevent the subject consummation of Section 3.09 or to Environmental Permits or Environmental Laws, which are any of the subject transactions contemplated by any of Section 3.14the Transaction Documents.

Compliance with Applicable Laws. The Company (a) Except as disclosed on Schedule 5.22 hereto, all Hotels and the Company Subsidiaries and their relevant personnel and operations operation thereof currently are in substantial compliance with the requirements of all applicable Applicable Laws, including those relating to occupational health and safety except for any such where the failure to be in compliance asso comply would not, individually or in the aggregate, be reasonably likely to result in an STH Material Adverse Effect; and to the knowledge of STH, there are no material commitments or agreements with any of such agencies affecting any Hotel which have not been fully disclosed to PMCT in writing. (b) Except as disclosed on Schedule 5.22 hereto, neither STH nor any of the STH Subsidiaries has not had and received any written notice of uncured violations at any of the Hotels of zoning, building, fire, health or any other applicable statute, ordinance or regulation, relating to any of the Hotels, the construction or any occupancy thereof, except for violations that, individually or in the aggregate with respect to any Hotel, would not be reasonably likely to have a Company result in an STH Material Adverse Effect. , nor are there presently pending against STH or against any of the Hotels any judgments relating to any of the above matters, any judicial proceedings or administrative actions or any state of facts which, to the knowledge of STH, with notice or lapse of time, could reasonably be expected to give rise to any such proceedings or actions, in either case that would be reasonably likely to result in an STH Material Adverse Effect. (c) Neither the Company STH nor any Company Subsidiary of the STH Subsidiaries has received any written communication during the past two years from a Governmental Entity notice that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all material permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders licenses or consents not already obtained are required by any governmental agencies in connection with the use and approvals occupancy of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease any of the Hotels or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14material improvements thereto.

Compliance with Applicable Laws. (a) The Company and each of its Subsidiaries has in effect all Approvals of all Governmental Entities necessary for the Company Subsidiaries lawful conduct of their respective businesses, and their relevant personnel there has occurred no default or violation (and operations are in compliance no event has occurred which, with all applicable Lawsnotice or the lapse of time or both, including those relating to occupational health and safety would constitute a default or violation) under any such Approval, except for any such failure failures to be in compliance asobtain, or for defaults or violations under, Approvals which failures, defaults or violations, individually or in the aggregate, has (i) have not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither , (ii) have not impaired and could not reasonably be expected to impair the ability of the Company nor to perform its obligations under any Company Subsidiary has received of the Transaction Documents in any written communication during material respect, and (iii) could not reasonably be expected to delay in any material respect or prevent the past two years from a Governmental Entity that alleges that consummation of any of the transactions contemplated by any of the Transaction Documents. (b) Except as otherwise disclosed in the Company or a SEC Documents, the Company Subsidiary is not and its Subsidiaries are in compliance with any all applicable Law Laws and Orders, except for such failure to be in compliance aspossible noncompliance which, individually or in the aggregate, (i) has not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effect. The , (ii) has not impaired and could not reasonably be expected to impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, and (iii) could not reasonably be expected to delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. (c) No investigation or review by any Governmental Entity with respect to the Company, any of its Subsidiaries or the transactions contemplated by this Agreement and the other Transaction Documents is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity notified the Company or any of its Subsidiaries have in effect all permitswriting or, licensesto the Company's Knowledge, variancesotherwise of any intention to conduct the same, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits other than those the absence outcome of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or bothi) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effect. This Section 3.13 does , (ii) have not relate impaired and could not reasonably be expected to matters with impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, or (iii) could not reasonably be expected to delay in any material respect to Taxes, which are or prevent the subject consummation of Section 3.09 or to Environmental Permits or Environmental Laws, which are any of the subject transactions contemplated by any of Section 3.14the Transaction Documents.

Compliance with Applicable Laws. (i) Each of the Company and its subsidiaries has in effect all federal, state, local, domestic and foreign governmental approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights ("Permits") necessary for it to own, lease or operate its properties and assets and to carry on its business as now conducted, and there has occurred no default under any such Permit, except for the lack of Permits and for defaults under Permits, which lack or default individually or in the aggregate has not had, and would not reasonably be expected to have, a material adverse effect on the Company. The Company and the Company Subsidiaries and their relevant personnel and operations its subsidiaries are in compliance with all applicable Lawsthe terms of the Permits, including those relating to occupational health and safety except for any such where the failure to so comply has not had, and would not reasonably be in compliance asexpected to have, individually or in the aggregate, has a material adverse effect on the Company. The Company does not had have any reason to believe any Governmental Entity is considering limiting, suspending or revoking any of the Company's or its subsidiaries' Permits. The Company and would its subsidiaries are in compliance with all (and have not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from violated any) foreign and domestic laws, orders, writs, injunctions, decrees, ordinances, policies, guidelines, awards, stipulations, statutes, judicial and administrative doctrines, rules and regulations entered by a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law ("Laws"), except for such failure to be in compliance as, noncompliance which individually or in the aggregate, aggregate has not had had, and would not reasonably be reasonably likely expected to have have, a material adverse effect on the Company. To the Company's knowledge, no investigation or review by any Governmental Entity with respect to the Company Material Adverse Effect. The or its subsidiaries is pending or threatened, nor, to the Company's knowledge, has any Governmental Entity indicated its intention to conduct the same. (ii) To the Company's knowledge, the Company and each of its subsidiaries is, and has been, and each of the Company Subsidiaries have Company's former subsidiaries, while subsidiaries of the Company, was, in effect compliance in all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of material respects with all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conductedapplicable Environmental Laws, except for such Permits the absence of which, noncompliance which individually or in the aggregate, aggregate has not had had, and would not reasonably be reasonably likely expected to have, a material adverse effect on the Company. The term "Environmental Laws" means any Law, including the requirement to register underground storage tanks, relating to: (A) emissions, discharges, releases or threatened releases of Hazardous Material (as defined below) into the environment, including, without limitation, into ambient air, soil, sediments, land surface or subsurface, buildings or facilities, surface water, groundwater, publicly owned treatment works, septic systems or land; or (B) the generation, treatment, storage, disposal, use, handling, manufacturing, transportation or shipment of Hazardous Material. During the period of ownership or operation by the Company and its subsidiaries of any of their respective current or previously owned or leased properties, there have a Company been no releases of Hazardous Material Adverse Effect and there has occurred no violation ofin, default (with on, under or without affecting such properties or, to the lapse knowledge of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or bothCompany, any such Permitsurrounding site, except in each case for such violations, defaults or events that, those which individually or in the aggregateaggregate has not had, and are not reasonably likely to have, a material adverse effect on the Company. Prior to the period of ownership or operation by the Company and its subsidiaries of any of their respective current or previously owned or leased properties, to the knowledge of the Company, no Hazardous Material was generated, treated, stored, disposed of, used, handled or manufactured at, or transported, shipped or disposed of from, such current or previously owned or leased properties, and there were no releases of Hazardous Material in, on, under or affecting any such property or any surrounding site, except in each case for those which individually or in the aggregate have not had had, and would not reasonably be reasonably likely to have have, a Company Material Adverse Effectmaterial adverse effect on the Company. This Section 3.13 does not relate to matters with respect to TaxesThe term "Hazardous Material" means hazardous materials, which contaminants, constituents, dangerous goods, deleterious substances, toxic substances, medical wastes, hazardous or infectious wastes and hazardous substances as those terms are defined in the subject following statutes and their implementing regulations: Canadian Environmental Protection Act, as amended; the Transportation of Section 3.09 or to Environmental Permits or Environmental Dangerous Goods Act, as amended; the Fisheries Act, as amended; and any regulations thereunder and any similar provisional Laws, which are the subject of Section 3.14statutes or regulations.

Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating except to occupational health and safety except for any such the extent that the failure to be in compliance as, individually or in the aggregate, with any such Law has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse EffectEffect on the Company. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse EffectLaw. The Company and the Company Subsidiaries have in effect all permits, findings of suitability, licenses, variances, certificates of occupancy, exemptions, authorizations, operating certificates, franchises, entitlements, consents, orders and approvals of all Governmental Entities (collectively, “"Permits”"), necessary or advisable for them to own, lease or operate their properties and assets (including the Real Property, as defined in Section 3.16(a)(iv) below) and to carry on their businesses as now conducted or proposed to be conducted, except for such Permits . Neither the absence of which, individually Company nor any Company Subsidiary is in conflict with or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (or would be in default with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse the passage of time or both) with, or in violation of, any such Permit, Permit except for such violations, defaults or events to the extent that, individually or in the aggregate, have such conflict or default has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse EffectEffect on the Company. This Section 3.13 does not relate There is no event which caused or, to matters with respect the knowledge of the Company, would reasonably be expected to Taxesresult in the revocation, which are the subject cancellation, non-renewal or adverse modification of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14any such Permit.

Compliance with Applicable Laws. The (i) Each of the Company and the Company its Subsidiaries and their relevant personnel and operations are is in compliance with all applicable Lawsstatutes, including those relating to occupational health and safety except for any such failure to be in compliance aslaws, individually or in the aggregateordinances, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance asrules, individually or in the aggregateregulations, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permitsjudgments, licenseswrits, variances, exemptions, authorizations, operating certificates, franchisesstipulations, orders and approvals decrees of all any Governmental Entities Entity applicable to it or its business or operations (collectively, “PermitsLegal Provisions”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence instances of which, individually noncompliance or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events possible noncompliance that, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse EffectEffect on the Company. This Section 3.13 does Each of the Company and its Subsidiaries has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices and permits of or with all Governmental Entities, promulgated under any Legal Provisions (collectively, “Permits”), necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as presently conducted and as currently proposed by its management to be conducted, except where the failure to so have in effect, individually or in the aggregate, has not relate had and would not reasonably be expected to have a Material Adverse Effect on the Company. There has occurred no default under, or violation of, any such Permit, except individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The consummation of the Merger and the other transactions contemplated by this Agreement and the Voting Agreement, in and of themselves, would not cause the revocation or cancellation of any such Permit that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company. (ii) Except for those matters disclosed in the Company SEC Documents filed prior to the date hereof and those matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company: (A) the Company and each of its Subsidiaries are and have been in compliance with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or all applicable Environmental Laws, and neither the Company nor any of its Subsidiaries has received any (1) written communication that alleges that the Company or any of its Subsidiaries is in violation of, or has liability under, any Environmental Law, (2) written request from any Governmental Entity for information pursuant to any Environmental Law, or (3) written notice regarding any requirement proposed for adoption or implementation by any Governmental Entity under any Environmental Law which requirement is applicable to the operations of the Company or any of its Subsidiaries; (B) there are no Environmental Claims pending or, to the subject Knowledge of Section 3.14the Company, threatened, against the Company or any of its Subsidiaries; (C) to the Knowledge of the Company, there have been no Releases of any Hazardous Material at the Company’s real property that could be reasonably expected to form the basis of any Environmental Claim against the Company or any of its Subsidiaries; and (D) (1) neither the Company nor any of its Subsidiaries has retained or assumed, either contractually or by operation of law, any liabilities or obligations that could be reasonably expected to form the basis of any Environmental Claim against the Company or any of its Subsidiaries, and (2) to the Knowledge of the Company, there are no Environmental Claims against any person whose liabilities for such Environmental Claims the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (iii) (A) “Environmental Claim” means any and all administrative, regulatory or judicial actions, suits, orders, demands, directives, claims, liens, investigations, proceedings or written notices of noncompliance or violation by or from any person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from (1) the presence or Release of, or exposure to, any Hazardous Materials; or (2) the failure to comply with any Environmental Law.

Compliance with Applicable Laws. The Company Subject to the provisions of Section 8.08 (b), and subject to any specific representations set forth below, the Company Subsidiaries Business has been, and their relevant personnel and operations are until the Effective Time will be, conducted in compliance with any and all applicable Lawslaws (statutory, including those relating to occupational health judicial or otherwise) (including, but not limited to, the federal Occupational Safety and safety Health Act of 1970, 42 U.S.C. ss. 1320a-7b, the statutes recodified or enacted by the federal, Medicare and Medicaid Patient and Program Protection Act of 1987 and the American with Disabilities Act of 1990 and all laws concerning the marketing of medical devices), ordinances, rules, regulations, permits, authorizations, decrees, judgments, orders, directives, injunctions, writs and any contracts, agreements or undertakings with, any governmental authority, (collectively, "Laws and Regulations"), except for any such where the failure to be in compliance as, individually or in the aggregate, has not had and do so would not be reasonably likely to have a Company Material Adverse Effect upon the Business or Acquired Assets. Without limiting the generality of the foregoing: (a) Schedule 2.10 is a complete and accurate list of all licenses, permits, or other authorizations of governmental, regulatory or administrative agencies or authorities required to conduct the Business and own and operate the Acquired Assets other than those whose failure to obtain would not have a Material Adverse Effect. Neither the Company ownership nor use of the Acquired Assets nor the conduct of the Business conflicts with the rights of any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company Person or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance asviolates, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse giving of time notice or the giving passage of noticetime, or both) , will violate, conflict with or result in a default, right to accelerate or loss of rights under, any terms or event giving provisions of the articles of incorporation or other organizational documents of each of the Sellers or any Lien, Lease, license, agreement, understanding, Laws and Regulations or judgment to others which any right of termination, amendment the Sellers or cancelation of, with the Key Employees is a party or without notice by which any of them may be bound or lapse affected other than those violations of time contracts or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had Laws and Regulations that would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does . (b) No material unresolved charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed or commenced or to Sellers and Key Employees' knowledge is threatened against the Sellers relating to the Business and the Acquired Assets alleging any failure to comply with any Laws and Regulations. (c) The Sellers have not relate to matters violated in any material respect or received a notice or charge asserting any violation in any material respect of any Laws and Regulations with respect to TaxesMedicare or Medicaid, which are the subject or any Laws and Regulations governing, implementing, or relating to any state or local program for governmental payment (directly or by reimbursement) of Section 3.09 any amounts due or to Environmental Permits become due to the Sellers on account of services provided or Environmental Lawsto be provided by Sellers relating to the Business and the Acquired Assets to any person. (d) The Sellers have not offered, which made or agreed to make any contribution, or reimbursed any political gift or contribution made by any other person, to any candidate for federal, state, local, or foreign public office where such contribution or reimbursement or the purpose thereof was illegal under any applicable law. (e) Each of the Sellers has, within the prior three (3) years, filed in a timely manner all reports, documents, and other materials that are or were required to be filed (and the subject information contained therein was correct and complete in all respects) under all applicable Laws and Regulations, including Section 1877 of Section 3.14the Social Security Act except where the failure to file same would not have a Material Adverse Effect on the Business or Acquired Assets.

Compliance with Applicable Laws. The Except as disclosed in the Company SEC Documents, the Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Judgments and Laws, including those relating to occupational health and safety except for any such failure to instances of noncompliance that would not reasonably be in compliance asexpected, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither Each of the Company nor any and the Company Subsidiary Subsidiaries has received any written communication in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights of or with all Governmental Entities (“Permits”), necessary for it to own, lease or operate its properties and assets and to carry on its business and operations as now conducted, and with respect to esters produced for BASF Corporation (“BASF”) pursuant to the Third Amended and Restated Plasticizers Production Agreement of April 1, 2008 (the “BASF Contract”), as conducted, during the past two years from a Governmental Entity time that alleges agreement was in effect, and that are material to the Company or and the Company Subsidiaries taken as a Company Subsidiary is not in compliance with any applicable Law whole and except for such where the failure to obtain any such Permit would not reasonably be in compliance asexpected, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The There has occurred no default under, or violation of, any such Permit, except for defaults under, or violations of, Permits, that individually or in the aggregate, are not material to the Company and the Company Subsidiaries have taken as a whole. The Merger, in effect all permitsand of itself, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals would not cause the revocation or cancellation of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease any such Permit which revocation or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of whichcancellation would reasonably be expected, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section Notwithstanding the foregoing, the representations and warranties contained in Sections 3.10 and 3.13 does not relate to matters will be the exclusive representations and warranties with respect to Taxesenvironmental and labor matters, which are respectively, notwithstanding that the representations and warranties set forth in this Section 3.09 may otherwise apply to the subject matter of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14such representations and warranties.

Compliance with Applicable Laws. (i) The Company and each of its Subsidiaries has in effect all Approvals of all Governmental Entities necessary for the Company Subsidiaries lawful conduct of their respective businesses, and their relevant personnel there has occurred no default or violation (and operations are in compliance no event has occurred which, with all applicable Lawsnotice or the lapse of time or both, including those relating to occupational health and safety would constitute a default or violation) under any such Approval, except for any such failure failures to be in compliance asobtain, or for defaults or violations under, Approvals which failures, defaults or violations, individually or in the aggregate, has (i) have not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither , (ii) have not impaired and could not reasonably be expected to impair the ability of the Company nor to perform its obligations under any Company Subsidiary has received of the Transaction Documents in any written communication during material respect, or (iii) could not reasonably be expected to delay in any material respect or prevent the past two years from a Governmental Entity that alleges that consummation of any of the transactions contemplated by any of the Transaction Documents. (ii) Except as disclosed in the Company or a SEC Documents, the businesses of the Company Subsidiary is not and its Subsidiaries are in compliance with any all applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had Laws and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conductedOrders, except for such Permits the absence of possible noncompliance, which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or bothi) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effect. This Section 3.13 does , (ii) have not relate impaired and could not reasonably be expected to matters with impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, or (iii) could not reasonably be expected to delay in any material respect to Taxes, which are or prevent the subject consummation of Section 3.09 or to Environmental Permits or Environmental Laws, which are any of the subject transactions contemplated by any of Section 3.14the Transaction Documents.

Compliance with Applicable Laws. The (i) Each of the Company and the Company its Subsidiaries and their relevant personnel and operations are is in compliance with all applicable Lawsstatutes, including those relating to occupational health and safety except for any such failure to be in compliance aslaws, individually or in the aggregateordinances, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance asrules, individually or in the aggregateregulations, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permitsjudgments, licenseswrits, variances, exemptions, authorizations, operating certificates, franchisesstipulations, orders and approvals decrees of all any Governmental Entities Entity applicable to it or its business or operations (collectively, “PermitsLegal Provisions”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence instances of which, individually noncompliance or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events possible noncompliance that, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse EffectEffect on the Company. This Section 3.13 does Each of the Company and its Subsidiaries has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices and permits of or with all Governmental Entities, promulgated under any Legal Provisions (collectively, “Permits”), necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as presently conducted and as currently proposed by its management to be conducted, except where the failure to so have in effect, individually or in the aggregate, has not relate had and would not reasonably be expected to have a Material Adverse Effect on the Company. There has occurred no default under, or violation of, any such Permit, except individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The consummation of the Merger and the other transactions contemplated by this Agreement and the Voting Agreement, in and of themselves, would not cause the revocation or cancellation of any such Permit that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company. (ii) Except for those matters disclosed in the Company SEC Documents filed prior to the date hereof and those matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company: (A) the Company and each of its Subsidiaries are and have been in compliance with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or all applicable Environmental Laws, and neither the Company nor any of its Subsidiaries has received any (1) written communication that alleges that the Company or any of its Subsidiaries is in violation of, or has liability under, any Environmental Law, (2) written request from any Governmental Entity for information pursuant to any Environmental Law, or (3) written notice regarding any requirement proposed for adoption or implementation by any Governmental Entity under any Environmental Law which requirement is applicable to the operations of the Company or any of its Subsidiaries; (B) there are no Environmental Claims pending or, to the subject Knowledge of Section 3.14the Company, threatened, against the Company or any of its Subsidiaries; (C) to the Knowledge of the Company, there have been no Releases of any Hazardous Material at the Company’s real property that could be reasonably expected to form the basis of any Environmental Claim against the Company or any of its Subsidiaries; and (1) neither the Company nor any of its Subsidiaries has retained or assumed, either contractually or by operation of law, any liabilities or obligations that could be reasonably expected to form the basis of any Environmental Claim against the Company or any of its Subsidiaries, and (2) to the Knowledge of the Company, there are no Environmental Claims against any person whose liabilities for such Environmental Claims the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law. (iii) (A) “Environmental Claim” means any and all administrative, regulatory or judicial actions, suits, orders, demands, directives, claims, liens, investigations, proceedings or written notices of noncompliance or violation by or from any person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from (1) the presence or Release of, or exposure to, any Hazardous Materials; or (2) the failure to comply with any Environmental Law.

Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety safety, except for any such failure to be in compliance as, individually or in the aggregate, has could not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years prior to the date of this Agreement from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance in any material respect with any applicable Law Law, except for such failure allegations of failures to be in compliance ascomply which, if true, individually or in the aggregate, has could not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary or advisable for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has could not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect Effect, and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation cancellation of, with or without notice or lapse of time or both, any such Permit, except for any such violations, defaults or events that, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. There is no event which, to the Knowledge of the Company, could reasonably be expected to result in the revocation, cancellation, non-renewal or adverse modification of any such Permit, except for any such events that, individually or in the aggregate, could not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.143.09.

Compliance with Applicable Laws. (a) The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable LawsLaws and Judgments, including those relating to occupational health and safety except for any such failure to be in compliance asthat, individually or in the aggregate, has is not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication (excluding for purposes of this sentence any written communication by electronic mail) during the past two three years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not, or may not be, in compliance with with, or has, or may have, liability under, any applicable Law or Judgment, except for such any failure to be in compliance asor liability, that, individually or in the aggregate, has is not had and would not be reasonably likely to have a Company Material Adverse Effect. The Each of the Company and the Company Subsidiaries have has in effect all permitsapprovals, authorizations, certificates, filings, franchises, licenses, variancesnotices, exemptions, authorizations, operating certificates, franchises, orders permits and approvals rights of or with all Governmental Entities (collectively, “Permits”), necessary for them it to own, lease or operate their properties and its assets and to carry on their businesses its business as now presently conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely any failure to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others in effect any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events Permit that, individually or in the aggregate, have is not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does There has occurred no default under, or violation of, any Permit, and the Merger and the other transactions contemplated hereby will not relate cause the revocation or cancelation of any Permit, except any default, violation, revocation or cancelation that, individually or in the aggregate, is not reasonably likely to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14have a Company Material Adverse Effect.

Compliance with Applicable Laws. (a) The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable LawsLaws and Judgments, including those relating to occupational health and safety except for any such failure to be in compliance asthat, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication (excluding for purposes of this sentence any written communication by electronic mail) during the past three years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not, or may not had be, in compliance with, or has, or may have, liability under, any applicable Law or Judgment, except any failure to be in compliance or liability, that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Each of the Company and would the Company Subsidiaries has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights of or with all Governmental Entities (collectively, “Permits”), necessary for it to own, lease or operate its assets and to carry on its business as presently conducted, except any failure to have in effect any Permit that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. There has occurred no default under, or violation of, any Permit, and the Merger and the other transactions contemplated hereby will not cause the revocation or cancelation of any Permit, except any default, violation, revocation or cancelation that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. (b) The Company and the Company Subsidiaries are in compliance with all statutory and regulatory requirements under the Arms Export Control Act (22 U.S.C. 2778), the International Traffic in Arms Regulations (22 C.F.R. § 120 et seq.), the Export Administration Regulations (15 C.F.R. § 730 et seq.) and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, the “Export Control Laws”), except any failure to be in compliance that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity 12 months that alleges that the Company or a Company Subsidiary is not, or may not be, in compliance with with, or has, or may have, any applicable Law liability under, the Export Control Laws, except for such any failure to be in compliance asor liability that, individually or in the aggregate, has is not had reasonably likely to have a Company Material Adverse Effect. (c) The Company and would the Company Subsidiaries are in compliance in all material respects with all legal requirements under (i) the Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1, et seq) and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such Convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti-corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”), except with respect to clause (ii) any failure to be in compliance that, individually or in the aggregate, is not be reasonably likely to have a Company Material Adverse Effect. The Neither the Company and nor any of the Company Subsidiaries have in effect all permitshas received any written communication that alleges that the Company, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no Subsidiary or any agent thereof is, or may be, in violation of, default (with or without the lapse of time or the giving of noticehas, or both) may have, any material liability under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permitthe Anti-Bribery Laws, except for such violations, defaults any written communication received more than 24 months prior to the date of this Agreement that did not result in an inquiry or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14investigation that is currently pending.

Compliance with Applicable Laws. The Company and Each of the Company Subsidiaries and their relevant personnel and operations are Underlying Businesses is in compliance with all applicable LawsApplicable Law, including those relating to occupational health and safety except for any such where the failure to be in such compliance aswould not, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither Since January 1, 2004, there is no continuing effect of a failure by any Underlying Business to comply with Applicable Law, except where the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for continuing effect of such failure to be in such compliance aswould not, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. The Company Each of the Underlying Businesses has all requisite authority and the Company Subsidiaries have in effect other power and all governmental or judicial permits, certificates, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders approvals and approvals of all Governmental Entities (collectively, “Permits”), necessary for them other authorizations required to carry on and conduct its businesses and to own, lease or lease, use and operate their its properties at the places and assets in the manner in which its businesses are now conducted except where the failure to have such authority, power, licenses, approvals and authorizations would not reasonably be expected to carry on their businesses as now conducted, except for such Permits the absence of whichhave, individually or in the aggregate, a Material Adverse Effect. None of the Underlying Businesses is bound by any order, injunction or decree of any court, governmental department, commission, board, agency or instrumentality which would prevent any of the Underlying Businesses from conducting its business in substantially the same manner as such business has not had heretofore been conducted, or from operating and would not be reasonably likely leasing its assets, properties, structures and facilities and/or its buildings and improvements substantially as heretofore operated and leased. Any and all reports and forms required to have a Company Material Adverse Effect and there has occurred no violation of, default (been filed with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, Governmental Entity by any such PermitUnderlying Business have been duly filed, except for such violationsreports and forms, defaults or events thatthe failure of which to be filed would not reasonably be expected to have, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters To the knowledge of Rainbow, no Underlying Business is under investigation with respect to, or is threatened to Taxesbe charged with or given notice of, any violation of Applicable Law, except for any such violations which would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Underlying Businesses are in compliance in all material respects with the subject provisions of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject Federal Communications Commission’s rules and regulations contained in 47 C.F.R. §76.1000-76.1004. None of Section 3.14the Underlying Businesses holds licenses granted by the Federal Communications Commission.

Compliance with Applicable Laws. Except as set forth on Schedule 3.13 of the Company Disclosure Schedule: (a) The Company and the Company each of its Subsidiaries have complied and their relevant personnel and operations are presently complying in compliance all material respects with all applicable Laws, including those relating to occupational health and safety except for neither the Company nor any such of its Subsidiaries has received notification of any asserted present or past failure to be in so comply, except such non-compliance as, individually or in the aggregate, that (i) has not had and will not prevent the Company from carrying on its business substantially as now conducted, or (ii) would not be reasonably likely expected to have (x) result in a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that Effect on the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure (y) materially impair the ability of the parties hereto to be in compliance as, individually or in consummate the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Transactions. (b) Each of the Company and the Company its Subsidiaries have has in effect effect, or has timely filed applications for, all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), Permits necessary for them it to own, lease or operate their its properties and assets and to carry on their businesses its business substantially as now conducted, except for such Permits the absence failure of which, individually or in the aggregate, has not had and which to obtain would not be reasonably likely to have a Company Material Adverse Effect on the Company and its Subsidiaries taken as a whole, and there are no appeals nor any other actions pending to revoke any such Permits, and there has occurred no material default or violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, under any such PermitPermits. (c) Each of the Company and its Subsidiaries is, except for such violationsand has been, defaults and each of the Company's former Subsidiaries, while a Subsidiary of the Company, was in compliance in all respects with all applicable Environmental Laws, and there are no circumstances or events that, individually or in the aggregate, have not had and conditions that would not be reasonably likely to have prevent or interfere with compliance by the Company or its Subsidiaries in the future with Environmental Laws (or Permits issued thereunder), except where non-compliance is not reasonably likely to result in a Company Material Adverse Effect. This Section 3.13 does not relate to matters Effect on the Company and its Subsidiaries taken as a whole. (d) Neither the Company nor any Subsidiary of the Company has received any written claim, demand, notice, complaint, court order, administrative order or request for information from any Governmental Entity or private party, alleging violation of, or asserting any noncompliance with respect to Taxesor liability under or 24 29 potential liability under, which are the subject of Section 3.09 or to Environmental Permits or any Environmental Laws, except for matters which are no longer threatened or pending or for which the Company or its Subsidiaries are not subject to further requirements pursuant to an administrative or court order, judgment or settlement agreement. (e) During the period of ownership or operation by the Company and its Subsidiaries of any of their respective current or previously owned or leased properties, there have been no Releases of Hazardous Material in, on, under or affecting such properties and none of the Company or its Subsidiaries have disposed of any Hazardous Material or any other substance either on said owned or leased properties or at other properties, in a manner that has led, or could reasonably be anticipated to lead, to a Release. Prior to the period of ownership or operation by the Company and its Subsidiaries of any of their respective current or previously owned or leased properties, to the knowledge of the Company, no Hazardous Material was disposed of at such current or previously owned or leased properties, and there were no Releases of Hazardous Material in, on, under or affecting any such property. (f) Except for leases entered into in the ordinary course of business, as to which no notice of a claim for indemnity or reimbursement has been received by the Company, neither the Company nor any of its Subsidiaries has entered into any agreement that may require it to pay to, reimburse, guarantee, pledge, defend, indemnify, or hold harmless any Person for or against any Environmental Liabilities and Costs. (g) Neither the Company nor any of its Subsidiaries has treated, stored or disposed of "hazardous waste", as that term is defined in the Resource Conservation and Recovery Act, 42 U.S.C. Section 3.146901 et seq., analogous state Laws, or the regulations promulgated thereunder, such that the Company or any of its Subsidiaries would be required to obtain a permit under said Laws for such treatment, storage or disposal. (h) The Company has provided to Parent true and correct copies of all environmental studies and reports in its possession or in the possession of its representative, agents or consultants, prepared within the last five years, relating to (i) the Company's and its Subsidiaries' compliance with Environmental Laws; (ii) the environmental condition of the Company's and its Subsidiaries' currently owned or leased properties, including, but not limited to, the extent of any on-site contamination at any of such properties, results of investigations at such properties, remedial action plans for such properties, and asbestos surveys; and (iii) the environmental

Compliance with Applicable Laws. (a) The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable LawsLaws and Judgments, including those relating to occupational health and safety except for any such where the failure to be in compliance ascomply, individually or in the aggregate, has not had had, and would is not be reasonably likely to have have, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two three years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not, or may not be, in compliance with with, or has, or may have, liability under, any applicable Law or Judgment or is subject to any investigation, inquiry, audit or claim by such Governmental Entity, except for where such failure to be in compliance ascomply or such liability or such investigation, inquiry, audit or claim, individually or in the aggregate, has not had had, and would is not be reasonably likely to have have, a Company Material Adverse Effect. The Each of the Company and the Company Subsidiaries have has in effect all permitsapprovals, authorizations, certificates, filings, franchises, licenses, variancesnotices, exemptions, authorizations, operating certificates, franchises, orders permits and approvals rights of or with all Governmental Entities (collectively, “Permits”), necessary for them it to own, lease or operate their properties and its assets and to carry on their businesses its business as now conducted, presently conducted except for where the failure to have such Permits the absence of whichPermits, individually or in the aggregate, has not had had, and would is not be reasonably likely to have have, a Company Material Adverse Effect and there Effect. There has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation violation of, with or without notice or lapse of time or both, any such Permit, and the Merger and the other transactions contemplated hereby or by any other Transaction Agreement will not cause the revocation or cancellation of any such Permit, except for where such violationsdefault, defaults violation, revocation or events thatcancellation, individually or in the aggregate, have has not had had, and would is not be reasonably likely to have have, a Company Material Adverse Effect. (b) The Company and the Company Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act (22 U.S.C. 2778), the International Traffic in Arms Regulations (22 C.F.R. § 120 et seq.), the Export Administration Regulations (15 C.F.R. § 730 et seq.) and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively the “Export Control Laws”). This Section 3.13 does Neither the Company nor any Company Subsidiary has received any communication that alleges that the Company or a Company Subsidiary is not, or may not be, in compliance with, or has, or may have, any material liability under, the Export Control Laws. (c) The Company and the Company Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under (i) the anti-bribery provisions of the Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 and 78dd-2), (ii) the books and records provisions of the Foreign Corrupt Practices Act as they relate to matters with respect to Taxesany payment in violation of the anti-bribery provisions of the Foreign Corrupt Practices Act, (iii) the Organisation for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and (iv) local anti-corruption and bribery laws in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the subject “Anti-Bribery Laws”). Neither the Company nor any of Section 3.09 the Company Subsidiaries has received any communication that alleges that the Company, a Company Subsidiary or to Environmental Permits any agent thereof is, or Environmental may be, in violation of, or has, or may have, any material liability under, the Anti-Bribery Laws, which are the subject of Section 3.14.

Compliance with Applicable Laws. The Company (a) Except as set forth in Section 3.13(a) of the Partnership Disclosure Letter, the Partnership and the Company Subsidiaries each Subsidiary is, and their relevant personnel and operations are being conducted, in compliance with all applicable Laws, including those except for such failures to comply as, individually or in the aggregate, could not reasonably be expected to have a Partnership Material Adverse Effect. (b) Except as set forth in Section 3.13(b) of the Partnership Disclosure Letter, neither the Partnership nor any Subsidiary has received any written notice: (i) of any administrative, civil or criminal investigation or audit (other than Tax audits) by any Governmental Entity relating to occupational health the Partnership or any Subsidiary or (ii) during the past two (2) years, from any Governmental Entity alleging that the Partnership or any Subsidiary is not in compliance in any material respect with any applicable Law. (c) The Partnership and safety each Subsidiary, to their knowledge, has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights of or with all Governmental Entities (“Permits”) necessary for it to own, lease or otherwise hold and to operate its properties and assets and to carry on their business and operations as now conducted, except for any such the failure to be in compliance ashave such Permits that, individually or in the aggregate, has not had and would could not reasonably be reasonably likely expected to have a Company Partnership Material Adverse Effect. Neither the Company Partnership nor any Company Subsidiary has received notice of any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) defaults under, or event giving to others any right of termination, amendment or cancelation violations of, with or without notice or lapse of time or both, any such Permit, except for such violationsdefaults and violations that, defaults individually and in the aggregate, have not had and could not reasonably be expected to have a Partnership Material Adverse Effect. The Merger, in and of itself, will not cause the revocation or events cancellation of any such Permit that, individually or in the aggregate, have not had and would not could reasonably be reasonably likely expected to have a Company Partnership Material Adverse Effect. . (d) This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 3.09, or to Environmental Permits or Environmental Lawsenvironmental matters, which are the subject of Section 3.14.

Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating except to occupational health and safety except for any such the extent that the failure to be in compliance as, individually or in the aggregate, with any such Law has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse EffectLaw. The Company and the Company Subsidiaries have in effect all permits, findings of suitability, licenses, variances, certificates of occupancy, exemptions, authorizations, operating certificates, franchises, entitlements, consents, orders and approvals of all Governmental Entities (collectively, “"Permits”"), necessary or advisable for them to own, lease or operate their properties and assets (including the Real Property, as defined in Section 3.16(a)(iv) below) and to carry on their businesses as now conducted or proposed to be conducted, except for such Permits . Neither the absence of which, individually Company nor any Company Subsidiary is in conflict with or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (or would be in default with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse the passage of time or both) with, or in violation of, any such Permit, except for such violations, defaults or events to the extent that, individually or in the aggregate, have such conflict or default has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. This Section 3.13 does not relate There is no event which caused or, to matters with respect the Knowledge of the Company, would reasonably be expected to Taxesresult in the revocation, which are the subject cancellation, non-renewal or adverse modification of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14any such Permit.

Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Judgments and Laws, including those relating to occupational health and safety and the environment, except for any such failure to be in compliance asinstances of noncompliance that, individually or in the aggregate, has have not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two three years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance in any material respect with any applicable Law Law. Each of the Company and the Company Subsidiaries has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights of or with all Governmental Entities, including all authorizations under Environmental Laws, (“Permits”) necessary for it to own, lease or operate its properties and assets and to carry on its business and operations as now conducted, except for such the failure to be in compliance ashave such Permits that, individually or in the aggregate, has could not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there There has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation violation of, with or without notice or lapse of time or both, any such Permit, except for such violationsdefaults under, defaults or events violations of, Permits, that, individually or in the aggregate, have could not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. This Section 3.13 does Each of the Offer and the Merger, in and of itself or collectively, would not relate cause the revocation or cancellation of any such Permit that, individually or in the aggregate, could reasonably be expected to matters have a Company Material Adverse Effect. To the knowledge of the Company, each stockholder of the Company who is an individual resident in the PRC, has completed necessary filings or registrations and has obtained all necessary approvals required to comply with respect any rules or regulations of the PRC State Administration of Foreign Exchange related to Taxes, which are such individual being a stockholder of the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14Company.

Compliance with Applicable Laws. The Company and each of its Subsidiaries is and, since June 1, 2007, has been in compliance with, and to the Knowledge of the Company Subsidiaries is not under investigation with respect to and their relevant personnel and operations are in compliance has not been threatened to be charged with all applicable Laws, including those or given notice or other communication alleging or relating to occupational health and safety a possible violation of, Applicable Laws (other than U.S. federal securities laws), except for any such failure failures to comply or violations that have not had and would not reasonably be in compliance asexpected to have, individually or in the aggregate, a Material Adverse Effect on the Company. The Company and each of its Subsidiaries is and, since September 26, 2008, has been in compliance with, and to the Knowledge of the Company is not under investigation with respect to and has not been threatened to be charged with or given notice or other communication alleging or relating to a possible violation of, U.S. federal securities laws, except for failures to comply or violations that have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance ashave, individually or in the aggregate, a Material Adverse Effect on the Company. The Company and its Subsidiaries hold all material governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”). The Company and each of its Subsidiaries is and, since June 1, 2007, has been in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of whichhave, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without on the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14Company.

Compliance with Applicable Laws. The Company and Since January 1, 2016, none of the Company Subsidiaries and their relevant personnel and operations are or any Company Subsidiary has been, or is in, violation of, or has been given written notice of or been charged with any violation of, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in compliance with all applicable LawsSection 4.12, including those relating to occupational health and safety Section 4.13 or Section 4.21, which shall be governed solely by such Sections), except for any such failure violations that have been cured, or would not reasonably be expected to be in compliance ashave, individually or in the aggregate, a Company Material Adverse Effect. Except for the Permits that are the subject of Section 4.12 and Section 4.13, which are addressed solely in those Sections, the Company and each Company Subsidiary has not had all permits, authorizations, approvals, registrations, certificates, orders, waivers, clearances and variances (each, a “Permit”) necessary to conduct the Company’s or a Company Subsidiary’s business, as applicable, substantially as it is being conducted as of the date hereof, except in each case as would not reasonably be reasonably likely to have a Company Material Adverse Effect. Neither To the Company’s Knowledge, none of the Company nor or any Company Subsidiary has received written notice that any written communication during Permit will be terminated or modified or cannot be renewed in the past two years from a Governmental Entity ordinary course of business. All such Permits are valid and in full force and effect and there are no pending or, to the Company’s Knowledge, threatened administrative or judicial Actions that alleges that the Company would reasonably be expected to result in modification, termination or a Company Subsidiary is not in compliance with any applicable Law revocation thereof, except for such failure to be in compliance aswhich modification, termination or revocation would not, individually or in the aggregate, has not had and have, or would not reasonably be reasonably likely expected to have have, a Company Material Adverse Effect. The Since January 1, 2016, the Company and each Company Subsidiary has been in material compliance with the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders terms and approvals requirements of all Governmental Entities (collectively, “such Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14.

Compliance with Applicable Laws. The (a) Except as disclosed in the Filed Company SEC Documents or on Section 3.13 of the Company Disclosure Letter, the Company and the Company Subsidiaries its Subsidiaries, ------------ and their relevant personnel and operations are being conducted in compliance with all applicable Laws, including those relating to occupational health and safety except for any such failure failures to be in compliance comply as, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither Except as set forth in the Filed Company SEC Documents or on Section 3.13 of the Company ------------ Disclosure Letter, neither the Company nor any Subsidiary of the Company Subsidiary has received any written communication notice during the past two years from a prior to the date hereof: (i) of any administrative, civil or criminal investigation or audit (other than Tax audits) by any Governmental Entity that alleges relating to the Company or any Subsidiary of the Company or (ii) from any Governmental Entity alleging that the Company or a any Subsidiary of the Company Subsidiary is not in compliance in any material respect with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Law. (b) The Company and the Company its Subsidiaries have in effect all permitsapprovals, authorizations, certificates, filings, franchises, licenses, variancesnotices, exemptions, authorizations, operating certificates, franchises, orders permits and approvals rights of or with all Governmental Entities (collectively, “"Permits”), ") necessary for them to own, lease or otherwise hold and to operate their properties and assets and to carry on their businesses business and operations as now conducted, except for such Permits the Permits, the absence of which, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect and there has Effect. There have occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) defaults under, or event giving to others any right of termination, amendment or cancelation violations of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events and violations that, individually or and in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. This Section 3.13 does not relate The Merger would not, in and of itself, cause the revocation or cancellation of any such Permit that, individually or in the aggregate, would reasonably be expected to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14have a Company Material Adverse Effect.

Compliance with Applicable Laws. The Company Corporation and its Subsidiaries are not in conflict with, or in default or violation of, its respective certificate of incorporation, by-laws, partnership agreement or other charter or organizational documents, except in the Company case of the Subsidiaries if such conflict, default or violation has not had and their relevant personnel is not reasonably likely to have a Material Adverse Effect. The Corporation and operations are its Subsidiaries have complied in compliance all material respects with all applicable Applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance asinstances of noncompliance which, individually or in the aggregate, has is not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither Except as set forth in Schedule 3.16, neither the Company Corporation nor any Company Subsidiary of its ------------- Subsidiaries has received any written (or to the knowledge of the Corporation, oral) communication during the past two three years from a Governmental Entity that alleges that the Company Corporation or a Company Subsidiary its Subsidiaries is not in compliance in any material respect with any applicable Law Applicable Law, except for if such failure to be in non-compliance as, individually or in the aggregate, has not had and would is not be reasonably likely to have a Company Material Adverse Effect. Except as set forth in Schedule 3.16, neither the Corporation nor any of its Subsidiaries ------------- has received any written (or to the knowledge of the Corporation, oral) communication during the past three years from a Governmental Entity that alleges that the Corporation or its Subsidiaries is not in compliance in any material respect with any Applicable Law, except for any such non-compliance that has not had and is not reasonably likely to have a Material Adverse Effect. Except as set forth in Schedule 3.16, the Corporation has not received any ------------- written (or to the knowledge of the Corporation, oral) notice of any pending investigation by any Governmental Entity with respect to any non-compliance with Applicable Law by the Corporation or any of its Subsidiaries, which has had or is reasonably likely to have a Material Adverse Effect. The Company and Corporation's Common Stock is not required to be registered pursuant to Section 12 of the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14Exchange Act.

Compliance with Applicable Laws. The Since January 1, 2016, the business of the Company and the Company Subsidiaries and their relevant personnel and operations are has been conducted in compliance with all any Laws applicable Lawsthereto, including those relating any Laws applicable to occupational health the ownership or operation of the Company’s and safety the Company’s Subsidiaries’ respective properties or assets, except for any such where the failure to be in compliance asso comply, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Since January 1, 2016, neither the Company nor any Company Subsidiary has received any written notice investigating, inquiring into or otherwise relating to any actual or potential violation of any Laws. The Company and each Company Subsidiary has all Permits from Governmental Entities required to conduct their businesses as now being conducted, except where the failure to have such Permits, individually or in the aggregate, would not reasonably likely be expected to have a Company Material Adverse Effect. Since January 1, 2016, (a) the business of the Company and the Company Subsidiaries has at all times maintained and been in compliance with all Permits required by all Laws applicable thereto, (b) there have been no breaches, violations of, or defaults under any such material Permits, and (c) each such Permit is and has been in full force and effect and no modification nor any termination, cancellation, revocation, suspension or non-renewal of any such Permit is pending or, to the Knowledge of the Company, threatened, except with respect to any of the foregoing under (a), (b) or (c) as has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received voluntarily or involuntarily initiated, conducted or issued any written communication during the past two years from a Governmental Entity that alleges that the recall or market withdrawal relating to an alleged lack of safety or regulatory compliance of any Company product, except such recalls or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and market withdrawals as would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14.

Compliance with Applicable Laws. (a) The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable LawsLaws and Judgments, including those relating to occupational health and safety except for any such failure to be in non-compliance asthat, individually or in the aggregate, has not had and or would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not, or may not be, in compliance with in any material respect with, or has, or may have, liability under, any applicable Law or Judgment or is subject to any investigation, inquiry or claim by such Governmental Entity, except for such failure to be in compliance asthose that, individually or in the aggregate, has not had and or would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. The Each of the Company and the Company Subsidiaries have has in effect all permitsapprovals, authorizations, certificates, filings, franchises, licenses, variancesnotices, exemptions, authorizations, operating certificates, franchises, orders permits and approvals rights of or with all Governmental Entities (collectively, “"Permits”"), necessary for them it to own, lease or operate their properties and its assets and to carry on their businesses its business as now presently conducted, except for those that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. There has occurred no default under, or violation of, any such Permits Permit, and the absence Merger and the other transactions contemplated hereby will not cause the revocation or cancellation of whichany such Permit, except those that, individually or in the aggregate, has not had and or would not reasonably be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely expected to have a Company Material Adverse Effect. This Section 3.13 3.13(a) does not relate to matters with respect to Taxestaxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws3.09, environmental matters, which are the subject of Section 3.14, export control laws, which are the subject of Section 3.13(b) or anti-bribery laws, which are the subject of Section 3.13(c). (b) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries are in compliance with all statutory and regulatory requirements under the Arms Export Control Act (22 U.S.C. 2778), the International Traffic in Arms Regulations (22 C.F.R. § 120 et seq.), the Export Administration Regulations (15 C.F.R. § 730 et seq.) and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively the "Export Control Laws"). Except as set forth on Schedule 3.13(b), since April 1, 2003, neither the Company nor any Company Subsidiary has received any written communication that alleges that the Company or a Company Subsidiary is not in compliance with, or has liability under, the Export Control Laws. (c) The Company and the Company Subsidiaries are in compliance in all material respects with all material statutory and regulatory requirements under the Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1, et seq.) and international anti-bribery conventions and local anti corruption and bribery Laws in jurisdictions in which the Company and the Company Subsidiaries are operating (the "Anti-Bribery Laws"). Since April 1, 2003, neither the Company nor any of the Company Subsidiaries has received any written communication from any Governmental Entity that alleges that the Company, a Company Subsidiary or any agent thereof is in material violation of, or has a material liability under, the Anti-Bribery Laws.

Compliance with Applicable Laws. The Company and each of its ------------------------------- Subsidiaries has in effect all Approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses, and there has occurred no default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) under any such Approval, except for failures to obtain, or for defaults or violations under, Approvals which failures, defaults or violations, individually or in the aggregate, have not had and could not reasonably be expected to (i) have a Material Adverse Effect on the Company, (ii impair the ability of the Company to perform its material obligations under any of the Transaction Documents, or (ii delay or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents. Except as set forth in Schedule 3.1(j) of the --------------- Company Disclosure Schedule, the businesses of the Company and its Subsidiaries and their relevant personnel and operations are in compliance with all applicable LawsLaws and Orders, including those relating to occupational health and safety except for any such failure to be in compliance aspossible noncompliance, which individually or in the aggregate, has not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effectany effect referred to in clause (i), (ii) or (iii) above. Neither the Company nor No investigation or review by any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that with respect to the Company, any of its Subsidiaries, the transactions contemplated by this Agreement and the other Transaction Documents, is pending or, to the best knowledge of the Company, threatened, nor has any Governmental Entity indicated to the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure of its Subsidiaries any intention to be in compliance asconduct the same, individually or in other than those the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence outcome of which, individually or in the aggregate, has not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effect and there has occurred no violation ofany effect referred to in clause (i), default (with ii) or without (iii) above. For purposes of this Agreement "knowledge" means the lapse actual --------- knowledge of time the officers, directors or senior managers of Purchaser or the giving of noticeCompany, or both) underas the case may be, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14after reasonable inquiry.

Compliance with Applicable Laws. The Company Corporation and its Subsidiaries are not in conflict with, or in default or violation of, its respective certificate of incorporation, by-laws, partnership agreement or other charter or organizational documents, except in the Company case of the Subsidiaries if such conflict, default or violation has not had and their relevant personnel is not reasonably likely to have a Material Adverse Effect. The Corporation and operations are its Subsidiaries have complied in compliance all material respects with all applicable Applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance asinstances of noncompliance which, individually or in the aggregate, has is not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither Except as set forth in SCHEDULE 3.16, neither the Company Corporation nor any Company Subsidiary of its Subsidiaries has received any written (or to the knowledge of the Corporation, oral) communication during the past two three years from a Governmental Entity that alleges that the Company Corporation or a Company Subsidiary its Subsidiaries is not in compliance in any material respect with any applicable Law Applicable Law, except for if such failure to be in non-compliance as, individually or in the aggregate, has not had and would is not be reasonably likely to have a Company Material Adverse Effect. Except as set forth in SCHEDULE 3.16, neither the Corporation nor any of its Subsidiaries has received any written (or to the knowledge of the Corporation, oral) communication during the past three years from a Governmental Entity that alleges that the Corporation or its Subsidiaries is not in compliance in any material respect with any Applicable Law, except for any such non-compliance that has not had and is not reasonably likely to have a Material Adverse Effect. Except as set forth in SCHEDULE 3.16, the Corporation has not received any written (or to the knowledge of the Corporation, oral) notice of any pending investigation by any Governmental Entity with respect to any non-compliance with Applicable Law by the Corporation or any of its Subsidiaries, which has had or is reasonably likely to have a Material Adverse Effect. The Company and Corporation's Common Stock is not required to be registered pursuant to Section 12 of the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14Exchange Act.

Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating except to occupational health and safety except for any such the extent that the failure to be in compliance as, individually or in the aggregate, with any such Law has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse EffectEffect on the Company. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse EffectLaw. The Company and the Company Subsidiaries have in effect all permits, findings of suitability, licenses, variances, certificates of occupancy, exemptions, authorizations, operating certificates, franchises, entitlements, consents, orders and approvals of all Governmental Entities (collectively, “"Permits”"), necessary or advisable for them to own, lease or operate their properties and assets (including the Real Property, as defined in Section 3.16(a)(iv) below) and to carry on their businesses as now conducted or proposed to be conducted, except for such Permits . Neither the absence of which, individually Company nor any Company Sub- sidiary is in conflict with or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (or would be in default with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse the passage of time or both) with, or in violation of, any such Permit, Permit except for such violations, defaults or events to the extent that, individually or in the aggregate, have such conflict or default has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse EffectEffect on the Company. This Section 3.13 does not relate There is no event which caused or, to matters with respect the knowledge of the Company, would reasonably be expected to Taxesresult in the revocation, which are the subject cancellation, non-renewal or adverse modification of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14any such Permit.

Compliance with Applicable Laws. The (a) Except as disclosed in the Filed Company SEC Documents, the Company and the Company Subsidiaries each Subsidiary is, and their relevant personnel and operations are being conducted, in compliance with all applicable Laws, including those except for such failures to comply as, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in the Filed Company SEC Documents or Section 3.13 of the Company Disclosure Letter, neither the Company nor any Subsidiary has received any written notice: (i) of any administrative, civil or criminal investigation or audit (other than Tax audits) by any Governmental Entity relating to occupational health the Company or any Subsidiary or (ii) during the past two years, from any Governmental Entity alleging that the Company or any Subsidiary is not in compliance in any material respect with any applicable Law. (b) The Company and safety each Subsidiary has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights of or with all Governmental Entities ("Permits") necessary for it to ------- own, lease or otherwise hold and to operate its properties and assets and to carry on its business and operations as now conducted, except for any such the failure to be in compliance ashave such Permits that, individually or in the aggregate, has not had and would could not reasonably be expected to have a Company Material Adverse Effect. There have occurred no defaults under, or violations of, any such Permit, except for such defaults and violations that, individually and in the aggregate, have not had and could not reasonably likely be expected to have a Company Material Adverse Effect. Neither the Company Offer nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that Merger, in and of itself, would cause the Company revocation or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals cancellation of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events Permit that, individually or in the aggregate, have not had and would not could reasonably be reasonably likely expected to have a Company Material Adverse Effect. . (c) This Section 3.13 does not relate to matters with respect to ------------ Taxes, which are the subject of Section 3.09 3.09, or to Environmental Permits or Environmental Lawsenvironmental matters, which ------------ are the subject of Section 3.14.. ------------

Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance in all material respects with all applicable LawsLaws and Judgments. To the Knowledge of the Company, including those relating to occupational health there has been no proposed change in any Laws (other than Laws of general applicability) that would materially and safety except for any such failure to be in compliance as, individually adversely affect the Transactions or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither Except as set forth on Section 4.12 of the Company Schedule, neither the Company nor any Company Subsidiary has received Subsidiary, nor any written communication during the past two years from a Governmental Entity that alleges that director, officer, agent or other person acting on behalf of the Company or a any Company Subsidiary is not in compliance with has (i) used any applicable Law except funds for such failure any unlawful contribution, gift, entertainment or other unlawful expense relating to be in compliance aspolitical activity; (ii) made any unlawful payment to any foreign or domestic government official or employee from funds of the Company or any Company Subsidiary; or (iii) violated any provision of the Foreign Corrupt Practices Act of 1977, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effectas amended. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “"Permits”), ") necessary for them to own, lease or operate their properties and assets as now owned, leased or operated (as the case may be) and to carry on conduct their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and which would not reasonably be reasonably likely to have a Company Material Adverse Effect and there Effect. There has occurred no violation of, default (with or without the notice or lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation cancellation of, with or without notice or lapse of time or both, any such Permit, except for any such violationsviolation, defaults default or events that, individually or in the aggregate, have not had and event which would not reasonably be reasonably likely to have a Company Material Adverse Effect. This There is no event which, to the Knowledge of the Company, would reasonably be likely to result in the revocation, cancellation, non-renewal or adverse modification of any such Permit, except for any such event that would not reasonably be likely to have a Company Material Adverse Effect. Notwithstanding the foregoing, this Section 3.13 4.12 does not relate apply to matters with respect to Taxes, Taxes (which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws4.08), ERISA (which is the subject of Section 4.10), labor Laws (which are the subject of Section 3.144.17) or Environmental Laws (which are the subject of Section 4.13).

Compliance with Applicable Laws. (a) The Company and the Company its Subsidiaries hold, and their relevant personnel and operations are in compliance with have held at all applicable Lawstimes since January 1, including those relating to occupational health and safety except for any such failure to be in compliance as2015, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders permits and approvals authorizations of all Governmental Entities (collectively, “Permits”) necessary for the lawful conduct of their businesses and ownership of their properties, rights and assets under and pursuant to each (and have paid all fees and assessments due and payable in connection therewith), necessary for them except where neither the cost of failure to ownhold nor the cost of obtaining and holding such Permit (nor the failure to pay any fees or assessments) would, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, either individually or in the aggregate, has reasonably be expected to be material to the Company and its Subsidiaries taken as a whole, and, to the Knowledge of the Company, no suspension or cancellation of any such necessary Permit is threatened. (b) The Company and its Subsidiaries have since January 1, 2015, (i) complied with and are not had in default or violation under any applicable Law or policy and/or guideline of any Governmental Entity relating to each of the Company and its Subsidiaries, including (to the extent applicable to the Company and its Subsidiaries) all Laws related to data protection or privacy, the USA PATRIOT Act, the Foreign Corrupt Practices Act, and the Xxxxxxxx-Xxxxx Act, (ii) been conducting operations at all times in compliance in all material respects with Anti-Money Laundering Laws and (iii) established and maintained a system of internal controls designed to provide compliance by the Company and its Subsidiaries with applicable financial recordkeeping and reporting requirements of the Anti-Money Laundering Laws, except where, in the case of clauses (i), (ii) or (iii), the failure to comply would not reasonably be reasonably likely expected to have a Company Material Adverse Effect and there has occurred no violation ofhave, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, either individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14.

Compliance with Applicable Laws. The Company and the Company its Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect hold all permits, licenses, variances, exemptions, authorizationsorders, operating certificates, franchises, orders franchises and approvals of all Governmental Entities Authorities necessary for the lawful conduct of their respective businesses (collectively, “Permits”the "COMPANY PERMITS"), necessary for them except where the failure to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, hold any such Permit, except for such violations, defaults or events thatCompany Permits would not, individually or in the aggregate, have not had a Material Adverse Effect on the Company, impair the ability of the Company to perform its obligations under this Agreement and/or prevent the consummation of the Merger. The Company and its Subsidiaries are in compliance with the terms of the Company Permits and all applicable Laws, including Laws relating to equal employment opportunities, fair employment practices, occupational health and safety, wages and hours, discrimination, hazardous materials and the environment, and product labeling and sales, except where the failure so to comply, individually or in the aggregate, would not reasonably be reasonably likely expected to have a Company Material Adverse EffectEffect on the Company, impair the ability of the Company to perform its obligations under this Agreement and/or prevent the consummation of the Merger. This Section 3.13 does not relate to matters No investigation or review by any Governmental Authority with respect to Taxesthe Company or any of its Subsidiaries is pending or, which are to the subject knowledge of Section 3.09 or the Company, has been threatened that would reasonably be expected to Environmental Permits or Environmental Lawshave a Material Adverse Effect on the Company, which are impair the subject ability of Section 3.14the Company to perform its obligations under this Agreement and/or prevent the consummation of the Merger.

Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Judgments and Laws, including those relating to occupational health and safety and the environment, except for any such failure to be in compliance asinstances of noncompliance that, individually or in the aggregate, has have not had and would could not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two three years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance in any material respect with any applicable Law except for such failure to be in compliance as, individually or in Law. Each of the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have has in effect all permitsapprovals, authorizations, certificates, filings, franchises, licenses, variancesnotices, exemptions, authorizations, operating certificates, franchises, orders permits and approvals rights of or with all Governmental Entities Entities, including all authorizations under Environmental Laws (collectively, “Permits”), necessary for them it to own, lease or operate their its properties and assets and to carry on their businesses its business and operations as now conducted, except for the failure to have such Permits that are not material to the absence of which, individually or in Company and the aggregate, has not had and would not be reasonably likely to have Company Subsidiaries taken as a Company Material Adverse Effect and there whole. There has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation violation of, with or without notice or lapse of time or both, any such Permit, except for such violationsdefaults under, defaults or events thatviolations of, individually Permits, that are not material to the Company and the Company Subsidiaries taken as a whole. Each of the Offer and the Merger, in and of itself or in the aggregatecollectively, have not had and would not be reasonably likely cause the revocation or cancellation of any such Permit that is material to have the Company and the Company Subsidiaries taken as a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14whole.

Compliance with Applicable Laws. The (a) Each of the Companies has in effect all federal, state, local and foreign governmental approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights ("Permits") necessary for it to own, lease or operate its assets and to carry on its business in all material respects as now conducted, and, to the knowledge of the Sellers, there has occurred no default under any such Permit, except where the failure to have such Permits in effect or the default under such Permits would not, individually or in the aggregate, have a Company and Material Adverse Effect. Except as disclosed in Section 2.10(a) of the Company Subsidiaries and their relevant personnel and operations are Seller Disclosure Schedule, each of the Companies is in compliance in all material respects with all applicable Laws, including those relating to occupational health except where non-compliance with such Laws would not, individually or in the aggregate, have a Company Material Adverse Effect. Except as disclosed in Section 2.10(a) of the Seller Disclosure Schedule and safety except for routine examinations by Insurance Regulators, to the knowledge of the Sellers, no investigation by any Governmental Entity with respect to any of the Companies is pending or threatened. (b) Except as disclosed in Section 2.10(b) of the Seller Disclosure Schedule, (i) each of the Companies (exclusive of its agents) and, to the knowledge of the Sellers, its agents have marketed, sold and issued products of such Company in compliance, in all material respects, with all Laws applicable to the business of such Company in the respective jurisdictions in which such products have been sold, except where the failure to be in compliance asdo so, individually or in the aggregate, has not had and or would not reasonably be reasonably likely expected to have have, a Company Material Adverse Effect. Neither , (ii) there are (A) to the Company nor knowledge of the Sellers, no claims asserted, (B) no actions, suits, investigations or proceedings by or before any court or other Governmental Entity or (C) no investigations by or on behalf of any Company Subsidiary has received ((A), (B) and (C) being collectively referred to as "Actions") pending or, to the knowledge of the Sellers, threatened, against or involving any written communication during of the past two years from a Governmental Entity Companies, or, to the knowledge of the Sellers, any of its agents that alleges include allegations that any of the Company Companies or a Company Subsidiary is not any of its agents were in compliance violation of or failed to comply with such Laws, and, to the knowledge of the Sellers, no facts exist which would reasonably be expected to result in the filing or commencement of any applicable Law except for such failure to be in compliance asAction, which Actions, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The , and (iii) each of the Companies is in compliance, in all material respects, with and has performed, in all material respects, all obligations required to be performed by such Company under any cease-and-desist or other order issued by any Insurance Regulator or other Governmental Entity to such Company or under any written agreement, consent agreement, memorandum of understanding or commitment letter or similar undertaking entered into between any Insurance Regulator or other Governmental Entity and the such Company Subsidiaries have (a "Company Regulatory Agreement"), which Company Regulatory Agreement remains in effect on the date hereof. Section 2.10(b) of the Seller Disclosure Schedule lists all Company Regulatory Agreements, copies of which have previously been provided to Purchaser. (c) Section 2.10(b) of the Seller Disclosure Schedule lists the jurisdictions in which each of CPL and PLI hold licenses (including, without limitation, licenses or certificates of authority from applicable insurance departments), permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities or authorizations to transact insurance or reinsurance business (collectively, “Permits”the "Insurance Licenses"). All such Insurance Licenses are valid, necessary for them to ownbinding, lease or operate their properties and assets in full force and to carry on their businesses as now conducted, except for such Permits effect. Each of CPL and PLI is duly licensed in all jurisdictions in which it writes the absence lines of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effectinsurance offered by it. This Section 3.13 does not relate to matters with respect to Taxes, which are No Insurance License is the subject of Section 3.09 a proceeding for suspension or revocation or any similar proceedings and, to Environmental Permits the knowledge of the Sellers, there is no pending threat of such suspension or Environmental Lawsrevocation by any licensing authority. (d) The Sellers have previously made available to the Purchaser, which are to the subject extent applicable, true and complete copies of Section 3.14the reports reflecting the results of the most recent financial examinations and market conduct examination of the Companies issued by any Insurance Regulator.

Compliance with Applicable Laws. The (a) Except as disclosed in the Filed Company SEC Documents, the Company and the Company Subsidiaries its Subsidiaries, and their relevant personnel and operations are being conducted in compliance with all applicable Laws, including those except for such failures to comply as, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in the Filed Company SEC Documents, neither the Company nor any Subsidiary of the Company has received any written notice: (i) of any administrative, civil or criminal investigation or audit (other than Tax audits) by any Governmental Entity relating to occupational health the Company or any Subsidiary of the Company or (ii) during the past two years, from any Governmental Entity alleging that the Company or any Subsidiary of the Company is not in compliance in any material respect with any applicable Law. (b) The Company and safety its Subsidiaries have in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights of or with all Governmental Entities ("Permits") necessary for them to own, lease or otherwise hold and to operate their properties and assets and to carry on their business and operations as now conducted, except for any such the failure to be in compliance ashave such Permits that, individually or in the aggregate, has not had and would could not reasonably be expected to have a Company Material Adverse Effect. There have occurred no defaults under, or violations of, any such Permit, except for such defaults and violations that, individually and in the aggregate, have not had and could not reasonably likely be expected to have a Company Material Adverse Effect. Neither the Company Offer nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that Merger, in and of itself, would cause the Company revocation or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals cancellation of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events Permit that, individually or in the aggregate, have not had and would not could reasonably be reasonably likely expected to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14.

Compliance with Applicable Laws. The Except for Customary Post-Closing Consents, Company and its Subsidiaries hold all of the Company Subsidiaries permits, licenses, certificates, consents, approvals, entitlements, plans, surveys, relocation plans, environmental impact reports and other authorizations of Governmental Authorities (collectively, "COMPANY PERMITS") required or necessary to construct, own, operate, use and/or maintain their relevant personnel respective properties and conduct their operations are in compliance with all applicable Lawsas currently conducted, including those relating to occupational health and safety except for any such failure to be in compliance asCompany Permits, the lack of which, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not and its Subsidiaries are in compliance with any applicable Law the terms of the Company Permits, except for such where the failure so to be in compliance as, individually or in the aggregate, has not had and comply would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. The businesses of Company and the its Subsidiaries are not being, and neither Company nor any of its Subsidiaries have has received any notice from any Person that any such business has been or is being, conducted in effect all permitsviolation of any law, licensesstatute, variancescode, exemptionsorder, authorizationsordinance or regulation, operating certificatesincluding any law, franchises, orders ordinance or regulation relating to energy regulations and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties occupational health and assets and to carry on their businesses as now conductedsafety, except for such Permits the absence of which, possible violations which either individually or in the aggregate, has aggregate have not had resulted and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or result in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This ; provided, however, notwithstanding the foregoing, no representation or warranty in this Section 3.13 does not relate to matters 4.14 is made with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits ERISA matters or Environmental Laws, which are covered exclusively by the subject of Section 3.14provisions set forth in Sections 4.10, 4.12 and 4.13.

Compliance with Applicable Laws. The (a) Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, the Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance asinstances of noncompliance that, individually or and in the aggregate, has have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Neither As of the date of this Agreement, except as set forth in the Filed Company SEC Documents or in the Company Disclosure Letter, neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance in any material respect with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conductedLaw, except for such Permits the absence instances of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, noncompliance that have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. This Section 3.13 3.13(a) does not relate to matters with respect to Taxes, which are the subject of Section 3.09 3.09, or to Environmental Permits or matters involving Environmental Laws, which are the subject of Section 3.14Sections 3.13(b) through 3.13(d). (b) Except as set forth in the Company Disclosure Letter, (i) the Company and each of the Company Subsidiaries are in compliance with all applicable Environmental Laws, except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, and the Company and each of the Company Subsidiaries hold, and are in compliance with, all permits, licenses and other authorizations required to conduct their respective businesses under Environmental Laws, except for the failure to hold such permits that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) neither the Company nor any of the Company Subsidiaries has (A) placed, held, located, released, transported or disposed of any Hazardous Substances on, under, from or at any of the Company's or any of the Company Subsidiaries' currently or formerly owned, leased or operated properties or any other properties, other than in a manner that has not had and would not reasonably be expected to have, in all such cases taken individually or in the aggregate, a Company Material Adverse Effect, or (B) any knowledge or reason to know of the presence of any Hazardous Substances on, under or at any of the Company's or any of the Company Subsidiaries' currently or formerly owned, leased or operated properties or any other property arising from the Company's or any of the Company Subsidiaries' currently or formerly owned, leased or operated properties, other than in a manner that has not had and would not reasonably be expected to have, in all such cases taken individually or in the aggregate, a Company Material Adverse Effect; (iii) there are no notices of violation or any other enforcement proceedings, investigations, actions, suits or claims under Environmental Laws that have been asserted, or are pending or threatened, that would reasonably be expected to result in (A) fines or penalties, (B) any obligation on the part of the Company to undertake supplemental environmental projects or comparable mitigative environmental measures, (C) any obligation on the part of the Company to install emission or pollution control devices, (D) any restrictions on operations or production at any of the facilities owned, leased or operated by the Company or any of the Company Subsidiaries, including the temporary or permanent shutdown of any such facility, in any such case that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or (E) the placement of a Lien upon any of the Company's or the Company Subsidiaries' properties; and (iv) there are no restrictions, limitations or controls in effect, pending, threatened or contemplated under Environmental Laws on the Company's or any Company Subsidiary's operations relating to harvesting forest products, whether such restrictions, limitations or controls are voluntary or have been imposed by any Governmental Entity, that would reasonably be expected to result in materially lower levels of production than those achieved or projected as of the Effective Time. (c) Except as set forth in the Company Disclosure Letter, no Environmental Law imposes any obligation upon the Company or the Company Subsidiaries arising out of or as a condition to any Transaction, including any requirement to modify or to transfer any permit or license, any requirement to file any notice or other submission with any Governmental Entity, the placement of any notice, acknowledgment or covenant in any land records, or the modification or provision of notice under any agreement, consent order or consent decree. (d) For purposes of this Agreement, (i) "Environmental Laws" means any Federal, state, local or foreign law, regulation, order, decree, permit, authorization, common law or enforceable requirement of any Governmental Entity in effect as of the Closing Date relating to: (A) protection or restoration of the environment, human health or protection of or damage to natural resources and endangered species, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, indoor air, employee exposure, pollution, contamination or any injury or threat of injury to persons or property relating to any Hazardous Substance; and (ii) "Hazardous Substance" means (A) any hazardous, toxic, noxious, radioactive, explosive or flammable material, chemical, waste or substance or (B) any petroleum product or by-product, asbestos containing material or any other material, chemical, waste or substance harmful to human health or the environment.

Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with holds all applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all ------------------------------- permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities necessary or appropriate for the operation of its respective business (collectively, “the "Company Permits”"), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits permits, licenses, variances, exemptions, orders and approvals the absence of failure to hold which, individually alone or in the aggregate, has not had had, and would not reasonably be reasonably likely expected to have have, in the aggregate, a material adverse effect. Section 7.12 of the Company Material Adverse Effect Disclosure Schedule sets forth a complete listing of all Company Permits and there has occurred no violation of, default (their expiration dates. The Company is in compliance in all material respects with or without the lapse terms of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, Company Permits except for such violationsany failure to comply which, defaults or events that, individually alone or in the aggregate, have has not had had, and would not reasonably be expected to have, a material adverse effect. Except as disclosed in Section 7.12 of the Company Disclosure Schedule, the business of the Company is not being conducted in violation of any law, ordinance or regulation of any Governmental Entity, except for possible violations which alone or in the aggregate have not had, and would not reasonably likely be expected to have, a material adverse effect. To the actual knowledge of the executive officers of the Company, during the past five years, none of the Company's officers, employees or agents, nor any other person acting on behalf of any of them or the Company or any of its subsidiaries, has, directly or indirectly, given or agreed to give any gift or similar benefit to any customer, supplier, governmental employee or other person in violation of any law, ordinance or regulation of any Governmental Entity, including, without limitation, the Foreign Corrupt Practices Act, which violation would reasonably be expected to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14material adverse effect.

Compliance with Applicable Laws. (a) The Company has in effect all Federal, state, local and the Company Subsidiaries foreign governmental approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and their relevant personnel and operations are in compliance with all applicable Lawsrights, including those relating all authorizations under Environmental Laws ("Permits"), necessary for it to occupational health own, lease or operate its properties and safety except for any assets and to carry on its business as now conducted other than such failure to be in compliance asPermits the absence of which would not, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither Effect on the Company nor Company, and there has occurred no default under any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for Permit other than such Permits the absence of defaults which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect on the Company. Except as disclosed in the Company SEC Documents filed and there has occurred no violation ofpublicly available prior to the date of this Agreement and the General Disclosure Schedule, default (the Company is in compliance with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permitall Applicable Laws, except for such violations, defaults or events thatnoncompliance which, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse EffectEffect on the Company. This Section 3.13 does not relate No investigation or review by any Governmental Authority concerning any such possible noncompliance by the Company is pending or, to matters the knowledge of the Company, threatened. (b) The Company is, and has been, in compliance with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or all applicable Environmental Laws, which are except as set forth on Schedule 5.6 and except for such noncompliance which, individually or in the subject aggregate, would not have a Material Adverse Effect on the Company. (c) There have been no Releases of Section 3.14Hazardous Substances in, on, under or affecting any properties currently or formerly owned, operated, or leased by the Company in violation of, or as would reasonably be anticipated to result in liability under, applicable Environmental Laws, and the Company has not disposed of any Hazardous Substances or any other substance in a manner that has led to, or could reasonably be anticipated to lead to, a Release in violation of applicable Environmental Laws except, in each case, as disclosed on Schedule 5.6.

Compliance with Applicable Laws. The Company and Schedule 4.1(f) of the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have Disclosure Schedule contains a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect list of all permits, licenses, variances, exemptions, authorizationsorders, operating certificates, franchises, orders franchises and approvals of all Governmental Entities (each, a "Permit" and collectively, “the "Permits”), ") necessary for them to own, lease or operate their properties the lawful conduct of the business of the Company and assets and to carry on their businesses as now conductedits Subsidiaries, except for any such Permits Permits, the absence of failure to possess which, individually or in the aggregate, has could not had and would not reasonably be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely expected to have a Company Material Adverse Effect. This Section 3.13 does Each of the Company and its Subsidiaries holds all such Permits and is in compliance with the terms of its Permits, except where the failure so to comply has not relate had, and could not reasonably be expected to matters have, a Company Material Adverse Effect. The businesses of the Company and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental Entity, except for possible violations which have not had, and could not reasonably be expected to have, a Company Material Adverse Effect. As of the date of this Agreement and to the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to Taxesthe Company or any of its Subsidiaries is pending or threatened, other than those the outcome of which are the subject of Section 3.09 or has not had, and could not reasonably be expected to Environmental Permits or Environmental Lawshave, which are the subject of Section 3.14a Company Material Adverse Effect.

Compliance with Applicable Laws. The (a) Each of Company and its Subsidiaries has in effect all Permits necessary for it to own, lease or operate its properties and assets and to carry on its business as now conducted, other than such Permits the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance asabsence of which would not, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither Effect with respect to Company or the Company nor Retained Business, and there has occurred no default under any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for Permit other than such Permits the absence of defaults which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time respect to Company or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, Company Retained Business. Company and its Subsidiaries are in compliance with or without notice or lapse of time or both, any such Permitall Applicable Laws, except for such violations, defaults or events thatnoncompliance which, individually or in the aggregate, have not had and would not have Material Adverse Effect with respect to Company or the Company Retained Business. (b) Each of Company and its Subsidiaries is, and has been, and each entity formerly owned by Company or its Subsidiaries, while so owned, was in compliance in all respects with all applicable Environmental Laws, except for such noncompliance which, individually or in the aggregate, would not have Material Adverse Effect with respect to Company or the Company Retained Business. (c) During the period of ownership or operation by Company and its Subsidiaries of any of their owned or leased properties, there has been no Release of Hazardous Material in, on, under or affecting such properties and none of Company or its Subsidiaries has disposed of any Hazardous Material or any other substance in a manner that has led to, or could reasonably be anticipated to lead to, a Release except in each case for those which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters Effect with respect to Taxes, which are Company or the subject of Company Retained Business. Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.144.7.