Common use of Compliance with Law; Authorizations Clause in Contracts

Compliance with Law; Authorizations. (a) NMI and each of its Subsidiaries is and has at all times been in compliance with all laws, ordinances, governmental or regulatory rules or regulations to which its business or assets are subject (“Regulations”), except where such failure to comply would not have, or would not reasonably be expected to have, a Material Adverse Effect. (b) None of NMI, any NMI Subsidiary or any of their respective directors, officers, employees or, to NMI’s Knowledge, agents or any other Person acting on behalf of any such Person has, with respect to the business of NMI and its Subsidiaries, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to any political activity, or (ii) made any unlawful payment to any government official, employee, or political party or campaign, or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act, the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions, or any other Applicable Law relating to the conduct of business with Governmental Entities (the “Bribery Laws”). (c) Neither NMI nor any of its Subsidiaries has any product, software or technology that is subject to the International Traffic in Arms Regulations (“ITAR”) or is involved in ITAR-regulated activities. (d) NMI and each of its Subsidiaries owns, holds, possesses or lawfully uses all Authorizations that are material to the conduct of the business of NMI and its Subsidiaries as now or previously conducted, or that are otherwise required to be owned, held or possessed as a result of any Regulations (“NMI Authorizations”), except where the failure to have such Authorizations would not reasonably be expected to have a Material Adverse Effect. All NMI Authorizations are set forth on Section 2.12(d) of the Disclosure Schedule and are valid and in full force and effect. (e) All of NMI’s and its Subsidiaries’ products, services, technology, Software and Owned Intellectual Property that require an import license, export license or re-export license (an “Export License”) from any Governmental Entity in connection with the business of NMI and its Subsidiaries, as now or previously conducted (the “Export Controlled Products”), are set forth on Section 2.12(e) of the Disclosure Schedule. NMI and each of its Subsidiaries has obtained, and currently maintains in full force and effect, all Export Licenses required for its Export Controlled Products. (f) No event has occurred and no circumstances exist that (with or without the passage of time or the giving of notice) may result in a violation of, conflict with, failure on the part of NMI or any of its Subsidiaries to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or adverse modification of any NMI Authorization or Export License. Neither NMI nor any of its Subsidiaries has received written notice, or to the Knowledge of NMI any other notice, regarding any violation of, conflict with, failure to comply with the terms of, or any revocation, withdrawal, termination, cancellation, suspension or adverse modification of, any NMI Authorization or Export License. Neither NMI nor any of its Subsidiaries is in default, nor has it received written notice, or to the Knowledge of NMI any other notice, of any claim of default, with respect to any NMI Authorization or Export License. (g) NMI and each of its Subsidiaries has at all times conducted its export transactions in accordance with all Applicable Laws and in compliance, regarding each transaction, with all other applicable import, export and re-export controls in countries in which NMI and each of its Subsidiaries has conducted its export transactions, including the United States Export Administration Act, as amended, the Export Administration Regulations and sanctions administered by the Office of Foreign Assets Control, and similar Applicable Laws in the United States of America, Egypt, Korea, China, Japan, India, Taiwan and other countries. Except as specifically authorized by U.S. Government regulation or specific Export License, NMI and each of its Subsidiaries has not exported, reexported, transferred or diverted any of the Products to (i) any country that is subject to an embargo or trade sanction by the U.S. Government; (ii) any activity related to the design, development, production, stockpiling or use of nuclear, chemical or biological weapons or the design, development or use of certain rocket systems or unmanned air vehicles; or (iii) any person or entity listed as a prohibited or restricted party by the U.S. Government (e.g., Denied Party, Specially Designated National). NMI and each of its Subsidiaries has at all times maintained all required, and there are no pending, or, to NMI’s Knowledge, threatened claims against NMI or any of its Subsidiaries with respect to any, Export Licenses, license exceptions and other consents, notices, waivers, approvals, Orders, Authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the import, export and re-export of products, services, software and technologies, including without limitation for any Export Controlled Products or any other deliverables, such as demonstrator boards and the like, shipped by NMI or any of its Subsidiaries, and (B) the release of technology and software to foreign nationals located in the United States of America and abroad.

Compliance with Law; Authorizations. (a) NMI Except as would not cause a Material Adverse Effect, Seller and each Subsidiary has complied with each, and is not in violation of its Subsidiaries is and has at all times been in compliance with all lawsany, ordinanceslaw, ordinance, or governmental or regulatory rules rule or regulations regulation, whether U.S. federal, state, or local, PRC national, provincial, or municipal, or foreign, to which its the Business, Purchased Assets or business or assets of such Subsidiary are subject as of the date hereof (“Regulations”), except where such failure to comply . Except as would not have, or would not reasonably be expected to have, cause a Material Adverse Effect. (b) None of NMI, any NMI Subsidiary or any of their respective directors, officers, employees or, to NMI’s Knowledge, agents or any other Person acting on behalf of any such Person has, with respect to the business of NMI and its Subsidiaries, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to any political activity, or (ii) made any unlawful payment to any government official, employee, or political party or campaign, or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act, the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions, or any other Applicable Law relating to the conduct of business with Governmental Entities (the “Bribery Laws”). (c) Neither NMI nor any of its Subsidiaries has any product, software or technology that is subject to the International Traffic in Arms Regulations (“ITAR”) or is involved in ITAR-regulated activities. (d) NMI Seller and each of its Subsidiaries Subsidiary owns, holds, possesses or lawfully uses in the operation of the Business or the business of such Subsidiary, as applicable, all Authorizations that franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations which are material in any manner necessary for it to conduct the Business or the business of such Subsidiary, as applicable, as now or as and when previously conducted or for the ownership and use of the Purchased Assets owned or used by Seller in the conduct of the business of NMI and its Subsidiaries as now or previously conducted, or that are otherwise required to be owned, held or possessed as a result of any Regulations Business (“NMI Authorizations”), except where the failure to have such Authorizations would not reasonably be expected to have a Material Adverse Effect. All NMI Authorizations are set forth on Section 2.12(d) free and clear of the Disclosure Schedule all liens, charges, restrictions and are valid encumbrances and in full force and effect. (e) All of NMI’s and its Subsidiaries’ productscompliance with all Regulations; provided, serviceshowever, technology, Software and Owned Intellectual Property that require an import license, export license no representation is made with respect to Authorizations that Seller or re-export license (an “Export License”) from any Governmental Entity a Subsidiary may be required to obtain in connection with the business of NMI and its Subsidiaries, as now or previously conducted (the “Export Controlled Products”), are set forth on Section 2.12(e) of the Disclosure Schedule. NMI and each of its Subsidiaries has obtained, and currently maintains in full force and effect, all Export Licenses required for its Export Controlled Products. (f) No event has occurred and no circumstances exist that (with or without the passage of time or the giving of notice) may result in a violation of, conflict with, failure on the part of NMI or any of its Subsidiaries to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or adverse modification of any NMI Authorization or Export Licensefuture. Neither NMI Seller nor any of its Subsidiaries has received written notice, or to the Knowledge of NMI any other notice, regarding any violation of, conflict with, failure to comply with the terms of, or any revocation, withdrawal, termination, cancellation, suspension or adverse modification of, any NMI Authorization or Export License. Neither NMI nor any of its Subsidiaries Subsidiary is in default, nor has it received written notice, or to the Knowledge of NMI any other notice, notice of any claim of default, with respect to any NMI Authorization such Authorization, which default or Export License. (g) NMI and each of its Subsidiaries has at all times conducted its export transactions defaults, in accordance with all Applicable Laws and either case, would be reasonably expected to result in compliance, regarding each transaction, with all other applicable import, export and re-export controls in countries in which NMI and each of its Subsidiaries has conducted its export transactions, including the United States Export Administration Act, as amended, the Export Administration Regulations and sanctions administered a Material Adverse Effect. All such Authorizations are renewable by the Office of Foreign Assets Control, and similar Applicable Laws their terms or in the United States ordinary course of Americabusiness without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees, Egypt, Korea, China, Japan, India, Taiwan and other countriesexcept where the failure to obtain such renewals would not result in a Material Adverse Effect. Except as specifically authorized None of such Authorizations will be adversely affected by U.S. Government regulation or specific Export License, NMI and each of its Subsidiaries has not exported, reexported, transferred or diverted any consummation of the Products to (i) any country that is subject to an embargo transactions contemplated hereby. No member, manager, director, officer, employee or trade sanction by the U.S. Government; (ii) any activity related to the designformer employee of Seller, development, production, stockpiling or use of nuclear, chemical or biological weapons or the design, development or use of certain rocket systems or unmanned air vehicles; or (iii) any person or entity listed as a prohibited or restricted party by the U.S. Government (e.g., Denied Party, Specially Designated National). NMI and each of its Subsidiaries has at all times maintained all required, and there are no pending, or, to NMI’s Knowledge, threatened claims against NMI Subsidiary or any affiliates of its Subsidiaries with respect to anySeller or a Subsidiary, Export Licenses, license exceptions and other consents, notices, waivers, approvals, Orders, Authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the import, export and re-export of products, services, software and technologies, including without limitation for any Export Controlled Products or any other deliverablesperson, such as demonstrator boards and the likefirm or corporation owns or has any proprietary, shipped by NMI financial or other interest (direct or indirect) in any of its SubsidiariesAuthorization which Seller or a Subsidiary owns, and (B) the release of technology and software to foreign nationals located possesses or uses in the United States operation of America and abroadthe Business or business of such Subsidiary, as applicable, as now or previously conducted, except as would not reasonably be expected to result in a Material Adverse Effect.

Compliance with Law; Authorizations. As pertaining to the Business, (a) NMI and each of its Subsidiaries Seller is and has at all times been in compliance with all federal, state, local, or foreign laws, ordinances, regulations, and orders applicable to its Business, operations, assets or its properties ("REGULATIONS"), (b) Seller possesses all Authorizations which are in any manner necessary for it to conduct the Business as now or previously conducted or for the ownership and use of the assets owned or used by Seller in the conduct of the Business, free and clear of all Encumbrances (other than Permitted Encumbrances) and in compliance with all Regulations, and (c) no written notice has been received of any requirement that Seller is required to obtain any Authorization or other similar governmental or regulatory rules or regulations to approval which its business or assets are subject (“Regulations”)it does not presently have, except where in any such instance, the failure to comply would not have, or would of any of the foregoing could not reasonably be expected to have, have a Material Adverse Effect. (b) None of NMI. Schedule 1.1.9 lists all Authorizations which are presently in effect with respect to the Business, any NMI Subsidiary and no action or any of their respective directors, officers, employees or, to NMI’s Knowledge, agents or any other Person acting on behalf claim is pending and no written notice of any such Person hasclaim or action has been received which threatens to revoke, terminate, or declare any of them invalid in any respect and Seller, in respect to the Business, is not in default, nor has it received any notice of a claim of default, with respect to the business of NMI and its Subsidiaries, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to any political activity, or (ii) made any unlawful payment to any government official, employee, or political party or campaign, or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act, the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions, or any other Applicable Law relating to the conduct of business with Governmental Entities (the “Bribery Laws”). (c) Neither NMI nor any of its Subsidiaries has any product, software or technology that is subject to the International Traffic in Arms Regulations (“ITAR”) or is involved in ITAR-regulated activities. (d) NMI and each of its Subsidiaries owns, holds, possesses or lawfully uses all Authorizations that are material to the conduct of the business of NMI and its Subsidiaries as now or previously conducted, or that are otherwise required to be owned, held or possessed as a result of any Regulations (“NMI Authorizations”)such Authorization, except where the failure to have any such Authorizations would default could not reasonably be expected to have a Material Adverse Effect. All NMI such Authorizations are set forth on Section 2.12(d) renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be affected, in any matter that could reasonably be expected to have a Material Adverse Effect, by consummation of the Disclosure Schedule and are valid and transactions contemplated hereby. No shareholder, director, officer, employee or former employee of Seller or any affiliates of Seller, or any other person, firm or corporation owns any proprietary, financial or other interest (direct or indirect) in full force and effect. (e) All any authorization which Seller owns, possesses or uses in the operation of NMI’s and its Subsidiaries’ products, services, technology, Software and Owned Intellectual Property that require an import license, export license or re-export license (an “Export License”) from any Governmental Entity in connection with the business of NMI and its Subsidiaries, Business as now or previously conducted (the “Export Controlled Products”), are set forth on Section 2.12(e) of the Disclosure Schedule. NMI and each of its Subsidiaries has obtained, and currently maintains in full force and effect, all Export Licenses required for its Export Controlled Productsconducted. (f) No event has occurred and no circumstances exist that (with or without the passage of time or the giving of notice) may result in a violation of, conflict with, failure on the part of NMI or any of its Subsidiaries to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or adverse modification of any NMI Authorization or Export License. Neither NMI nor any of its Subsidiaries has received written notice, or to the Knowledge of NMI any other notice, regarding any violation of, conflict with, failure to comply with the terms of, or any revocation, withdrawal, termination, cancellation, suspension or adverse modification of, any NMI Authorization or Export License. Neither NMI nor any of its Subsidiaries is in default, nor has it received written notice, or to the Knowledge of NMI any other notice, of any claim of default, with respect to any NMI Authorization or Export License. (g) NMI and each of its Subsidiaries has at all times conducted its export transactions in accordance with all Applicable Laws and in compliance, regarding each transaction, with all other applicable import, export and re-export controls in countries in which NMI and each of its Subsidiaries has conducted its export transactions, including the United States Export Administration Act, as amended, the Export Administration Regulations and sanctions administered by the Office of Foreign Assets Control, and similar Applicable Laws in the United States of America, Egypt, Korea, China, Japan, India, Taiwan and other countries. Except as specifically authorized by U.S. Government regulation or specific Export License, NMI and each of its Subsidiaries has not exported, reexported, transferred or diverted any of the Products to (i) any country that is subject to an embargo or trade sanction by the U.S. Government; (ii) any activity related to the design, development, production, stockpiling or use of nuclear, chemical or biological weapons or the design, development or use of certain rocket systems or unmanned air vehicles; or (iii) any person or entity listed as a prohibited or restricted party by the U.S. Government (e.g., Denied Party, Specially Designated National). NMI and each of its Subsidiaries has at all times maintained all required, and there are no pending, or, to NMI’s Knowledge, threatened claims against NMI or any of its Subsidiaries with respect to any, Export Licenses, license exceptions and other consents, notices, waivers, approvals, Orders, Authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the import, export and re-export of products, services, software and technologies, including without limitation for any Export Controlled Products or any other deliverables, such as demonstrator boards and the like, shipped by NMI or any of its Subsidiaries, and (B) the release of technology and software to foreign nationals located in the United States of America and abroad.

Compliance with Law; Authorizations. (a) NMI Seller has complied in ----------------------------------- all material respects with each, and each is not in violation in any material respect of its Subsidiaries is and has at all times been in compliance with all lawsany, ordinanceslaw, ordinance, or governmental or regulatory rules rule or regulations regulation, whether federal, state, local or foreign, to which its business Seller's business, operations, assets or assets are properties is subject (“"Regulations”"); provided that Seller does not make any representation or warranty, except where such failure to comply would not haveexpress or implied, in this Agreement or would not reasonably be expected to have, a Material Adverse Effect. (b) None of NMI, any NMI Subsidiary or any of their respective directors, officers, employees or, to NMI’s Knowledge, agents or any other Person acting on behalf of any such Person hasotherwise, with respect to the business any compliance or non-compliance of NMI and its Subsidiaries, (i) used Seller with any funds for unlawful contributions, gifts, entertainment or other unlawful payments Regulations relating to any political activityemployment or employment practices, terms and conditions of employment or (ii) made any unlawful payment to any government officialwages and hours, employee, labor relations or political party or campaign, or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act, the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions, or any other Applicable Law relating to the conduct of business with Governmental Entities (the “Bribery Laws”). (c) Neither NMI nor any of its Subsidiaries has any product, software or technology that is subject to the International Traffic in Arms Regulations (“ITAR”) or is involved in ITAR-regulated activities. (d) NMI and each of its Subsidiaries immigration. Seller owns, holds, possesses or lawfully uses in the operation of its business all Authorizations that franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are material in any manner necessary for it to conduct its business as now conducted or for the ownership and use of the assets owned or used by Seller in the conduct of the business of NMI and its Subsidiaries as now or previously conducted, or that are otherwise required to be owned, held or possessed as a result of any Regulations (“NMI Authorizations”)Business, except where for Authorizations the failure of which to have obtained would not have a material adverse effect on Seller, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations would are listed and described on SCHEDULE 3.1.11 hereto. Seller is not reasonably be expected to have a Material Adverse Effect. All NMI Authorizations are set forth on Section 2.12(d) of the Disclosure Schedule and are valid and in full force and effect. (e) All of NMI’s and its Subsidiaries’ products, services, technology, Software and Owned Intellectual Property that require an import license, export license or re-export license (an “Export License”) from any Governmental Entity in connection with the business of NMI and its Subsidiaries, as now or previously conducted (the “Export Controlled Products”), are set forth on Section 2.12(e) of the Disclosure Schedule. NMI and each of its Subsidiaries has obtained, and currently maintains in full force and effect, all Export Licenses required for its Export Controlled Products. (f) No event has occurred and no circumstances exist that (with or without the passage of time or the giving of notice) may result in a violation of, conflict with, failure on the part of NMI or any of its Subsidiaries to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or adverse modification of any NMI Authorization or Export License. Neither NMI nor any of its Subsidiaries has received written notice, or to the Knowledge of NMI any other notice, regarding any violation of, conflict with, failure to comply with the terms of, or any revocation, withdrawal, termination, cancellation, suspension or adverse modification of, any NMI Authorization or Export License. Neither NMI nor any of its Subsidiaries is in default, nor has it received written notice, or to the Knowledge of NMI any other notice, notice of any claim of default, with respect to any NMI Authorization such Authorization. All such Authorizations are renewable by their terms or Export License. (g) NMI and each of its Subsidiaries has at all times conducted its export transactions in accordance with all Applicable Laws and in compliance, regarding each transaction, with all other applicable import, export and re-export controls in countries in which NMI and each of its Subsidiaries has conducted its export transactions, including the United States Export Administration Act, as amended, the Export Administration Regulations and sanctions administered by the Office of Foreign Assets Control, and similar Applicable Laws in the United States ordinary course of Americabusiness without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees, Egyptexcept for Seller's liquor license and tobacco permit. None of such Authorizations, Koreaother than Seller's liquor license and tobacco permit, Chinawill be adversely affected by consummation of the transactions contemplated hereby. None of the Managing Members, Japan, India, Taiwan and other countries. Except nor any employee or former employee of Seller or any Affiliate (as specifically authorized by U.S. Government regulation hereinafter defined) of Seller or specific Export License, NMI and each of its Subsidiaries has not exported, reexported, transferred or diverted any of the Products to (i) any country that is subject to an embargo or trade sanction by the U.S. Government; (ii) any activity related to the designManaging Members, development, production, stockpiling or use of nuclear, chemical or biological weapons or the design, development or use of certain rocket systems or unmanned air vehicles; or (iii) any person or entity listed as a prohibited or restricted party by the U.S. Government (e.g., Denied Party, Specially Designated National). NMI and each of its Subsidiaries has at all times maintained all required, and there are no pending, or, to NMI’s Knowledge, threatened claims against NMI or any of its Subsidiaries with respect to any, Export Licenses, license exceptions and other consents, notices, waivers, approvals, Orders, Authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the import, export and re-export of products, services, software and technologies, including without limitation for any Export Controlled Products or any other deliverablesperson, such as demonstrator boards and the likeowns or has any proprietary, shipped by NMI financial or other interest (direct or indirect) in any of its SubsidiariesAuthorization which Seller owns, and (B) the release of technology and software to foreign nationals located possesses or uses in the United States operation of America and abroadthe Business of Seller as now or previously conducted, other than through such person's interest in Seller.

Compliance with Law; Authorizations. The Company and its subsidiaries have operated their businesses in compliance with each law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local, or foreign, to which their businesses or assets are subject, except where failure to do so, singly or in the aggregate, would not have a Material Adverse Effect. The Company and its subsidiaries possess such permits, licenses, approvals, consents, franchises, easements, licenses, variances, exemptions, rights, applications, filings, registrations, orders, and other authorizations and approvals issued by the appropriate federal, state, local or foreign regulatory agencies, authorities, or bodies necessary or used to conduct the business now operated by them (a) NMI collectively, "Authorizations"), free and each clear of its Subsidiaries is all liens (other than the liens granted to pursuant to that certain Credit Agreement, dated as of July 1, 1999 among the Company, Jato Operating Corp., the Lender parties thereto, State Street Bank and has at all times been Trust Company and Lucent Technologies Inc.), charges, encumbrances, and adverse claims and in compliance with all laws, ordinancesrules, governmental or regulatory rules or regulations to which its business or assets are subject (“Regulations”)regulations, except where such failure to comply would not haveorders, or would not reasonably be expected to have, a Material Adverse Effect. (b) None of NMI, any NMI Subsidiary or any of their respective directors, officers, employees or, to NMI’s Knowledge, agents or any other Person acting on behalf of any such Person has, with respect to the business of NMI and its Subsidiaries, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to any political activity, or (ii) made any unlawful payment to any government official, employee, or political party or campaign, or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act, the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions, or any other Applicable Law relating to the conduct of business with Governmental Entities (the “Bribery Laws”). (c) Neither NMI nor any of its Subsidiaries has any product, software or technology that is subject to the International Traffic in Arms Regulations (“ITAR”) or is involved in ITAR-regulated activities. (d) NMI and each of its Subsidiaries owns, holds, possesses or lawfully uses all Authorizations that are material to the conduct of the business of NMI and its Subsidiaries as now or previously conducted, or that are otherwise required to be owned, held or possessed as a result of any Regulations (“NMI Authorizations”)decrees, except where the failure to do so would not, singly or in the aggregate, have a Material Adverse Effect. A true and complete list of the Authorizations is attached as Exhibit D hereto. The Company and its subsidiaries are in compliance with the terms and conditions of all such Authorizations Authorizations, except where the failure so to comply would not reasonably be expected to not, singly or in the aggregate, have a Material Adverse Effect. All NMI Authorizations are set forth on Section 2.12(d) of the Disclosure Schedule and Authorizations are valid and in full force and effect.effect and exclusively held by the Company or its appropriate subsidiary, except where the invalidity of such Authorizations or the failure of such Authorizations to be in full force and effect and exclusively held would not have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of any applications, petitions to deny, complaints, or proceedings relating to the denial, revocation or modification of any such Authorizations, or to the operations of the Company or any of its subsidiaries or the provision of services by any of them, which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. No event has occurred with respect to any of the Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any impairment of the rights of the holder of any of the Authorizations. All of the Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any qualification procedures not generally applicable to the renewal of such authorizations or to pay any amounts other than routine filing fees. None of the Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No partner, officer, employees, or former employee of the Company or any subsidiary of the Company, or any other person, firm, or corporation owns or has any proprietary, financial, or other interest (direct or indirect) in any Authorization which the Company or its subsidiaries owns, possesses, or uses in the operation of their businesses. The Company has not been informed of any fact, event or circumstance that is reasonably likely to impair the Company's (or any subsidiary's) ability to obtain any Authorizations necessary or advisable in order to effectuate the Company's future plans and strategies described in the Prospectus. Without limiting the generality of this paragraph: (eA) All of NMI’s and its Subsidiaries’ products, services, technology, Software and Owned Intellectual Property that require an import license, export license or re-export license (an “Export License”) from any Governmental Entity in connection with the business of NMI and its Subsidiaries, as now or previously conducted (the “Export Controlled Products”), are set forth on Section 2.12(e) of the Disclosure Schedule. NMI The Company and each of its Subsidiaries has obtainedsubsidiaries hold all telecommunications regulatory licenses, permits, authorizations, consents and currently maintains approvals (the "Telecommunications Licenses") required from the Federal Communications Commission (the "FCC") for the Company and its subsidiaries to conduct their business in the manner described in the Prospectus except as would not have, individually or in the aggregate, a Material Adverse Effect; the Telecommunications Licenses have been duly and validly issued and are in full force and effect, except where the failure to be in full force and effect would not have, singly or in the aggregate, a Material Adverse Effect; no proceedings to revoke or restrict the Telecommunications Licenses are pending or, to the best of the Company's knowledge, threatened; neither the Company nor its subsidiaries are in violation of any of the terms and conditions of any of the Telecommunications Licenses, are in violation of the Communications Act of 1934, as amended, or the Telecommunications Act of 1996, as amended (collectively, the "Communications Act"), or are in violation of any FCC rules and regulations except as would not have, individually or in the aggregate, a Material Adverse Effect; and the Company and its subsidiaries have in effect with the FCC all Export Licenses required for its Export Controlled Products.tariffs necessary to conduct their business in the manner described in the Prospectus except as would not have, singly or in the aggregate, a Material Adverse Effect; (fB) The Company and its subsidiaries have obtained all state and municipal Telecommunications Licenses and filed all tariffs for the provision of telecommunications services in any state required to conduct their business in the manner described in the Prospectus except where the failure to do so would not have, individually or in the aggregate, a Material Adverse Effect; (C) There is no outstanding adverse judgment, injunction, decree or order that has been issued by the FCC or any state utility commission or similar state agency ("PUC") or municipality against the Company or its subsidiaries or any action, proceeding or investigation pending before the FCC or any state PUC or municipality, or, to the Company's knowledge, threatened by the FCC or any state PUC or municipality against the Company or its subsidiaries which, if the subject of any unfavorable decision, ruling or finding, would have a Material Adverse Effect; (D) No event has occurred license, permit, consent, approval, order or authorization of, or filing with, the FCC or with any state PUC or municipal authority on the part of the Company or its subsidiaries is required in connection with the issuance or sale of the Securities; and (E) Neither the issuance and no circumstances exist that (with sale of the Securities nor the performance by the Company or without the passage its subsidiaries of time or the giving of notice) may their obligations under this Agreement will result in a violation in any material respect of, conflict with, failure on : (1) the part of NMI or any of its Subsidiaries to comply with the terms of, Communications Act or the revocation, withdrawal, termination, cancellation, suspension applicable rules or adverse modification of any NMI Authorization or Export License. Neither NMI nor any of its Subsidiaries has received written notice, or to the Knowledge of NMI any other notice, regarding any violation of, conflict with, failure to comply with the terms ofregulations, or any revocationorder, withdrawalwrit, terminationjudgment, cancellationinjunction, suspension decree or adverse modification of, award of the FCC binding on the Company or its subsidiaries; (2) any NMI Authorization state telecommunications laws or Export License. Neither NMI nor any of its Subsidiaries is in default, nor has it received written noticeapplicable state PUC rules or regulations, or to the Knowledge of NMI any other noticeorder, writ, judgment, injunction, decree or award of any claim of default, with respect to any NMI Authorization state PUC binding on the Company or Export License. (g) NMI and each of its Subsidiaries has at all times conducted its export transactions in accordance with all Applicable Laws and in compliance, regarding each transaction, with all other applicable import, export and re-export controls in countries in which NMI and each of its Subsidiaries has conducted its export transactions, including the United States Export Administration Act, as amended, the Export Administration Regulations and sanctions administered by the Office of Foreign Assets Control, and similar Applicable Laws in the United States of America, Egypt, Korea, China, Japan, India, Taiwan and other countries. Except as specifically authorized by U.S. Government regulation or specific Export License, NMI and each of its Subsidiaries has not exported, reexported, transferred or diverted any of the Products to (i) any country that is subject to an embargo or trade sanction by the U.S. Government; (ii) any activity related to the design, development, production, stockpiling or use of nuclear, chemical or biological weapons or the design, development or use of certain rocket systems or unmanned air vehiclessubsidiaries; or (iii3) any person municipal rules or entity listed as a prohibited regulations applicable to the Company or restricted party by the U.S. Government (e.g., Denied Party, Specially Designated National). NMI and each of its Subsidiaries has at all times maintained all required, and there are no pending, or, to NMI’s Knowledge, threatened claims against NMI or any of its Subsidiaries with respect to any, Export Licenses, license exceptions and other consents, notices, waivers, approvals, Orders, Authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the import, export and re-export of products, services, software and technologies, including without limitation for any Export Controlled Products or any other deliverables, such as demonstrator boards and the like, shipped by NMI or any of its Subsidiaries, and (B) the release of technology and software to foreign nationals located in the United States of America and abroadsubsidiaries.

Compliance with Law; Authorizations. (a) NMI No Acquired Company has violated any applicable Laws or any final, non-appealable judgment, decision, decree or order of any court or governmental agency, department or authority relating to the Business, including, without limitation, all applicable energy, public utility, zoning, building and each of its Subsidiaries is health Laws and has at all times been in compliance with all laws, ordinances, governmental or regulatory rules or regulations to which its business or assets are subject (“Regulations”)applicable Laws promulgated by the United States Environmental Protection Agency, except where to the extent such failure to comply violation or noncompliance would not have, or would not reasonably be expected to have, have a Material Adverse Effect.; (b) None Each Acquired Company holds all material licenses, franchises, permits, registrations, orders, resale tax certificates and other governmental authorizations and approvals (collectively, the “Authorizations”) necessary to operate the Business in the manner in which it is presently conducted. Schedule 3.17(a) lists all such Authorizations. The Authorizations listed on Schedule 3.17(a) are valid, and neither Acquired Company nor Shareholder has received any notice that any Governmental Authority intends to cancel, terminate or not renew any such Authorization, nor is there any basis that would permit any Governmental Authority to cancel, terminate or not renew any such Authorization. Each Acquired Company has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Authorizations and is not in material violation of NMI, any NMI Subsidiary or any of their respective directors, officers, employees or, to NMI’s Knowledge, agents or any other Person acting on behalf of any such Person has, with respect to the business of NMI and its Subsidiaries, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to any political activity, or (ii) made any unlawful payment to any government official, employee, or political party or campaign, or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act, the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions, or any other Applicable Law relating to the conduct of business with Governmental Entities (the “Bribery Laws”).foregoing; (c) Neither NMI Acquired Company nor Shareholder has received any written notice to the effect or been advised that any Acquired Company is not in compliance with any applicable Laws, nor has any reason to anticipate that any of its Subsidiaries has the Acquired Companies’ existing practices or policies are likely to result in violations of any product, software or technology that is subject to such Laws as now applied and enforced against the International Traffic in Arms Regulations (“ITAR”) or is involved in ITAR-regulated activities.Acquired Companies; and (d) NMI Each Acquired Company has filed in a timely manner all reports, documents and each of its Subsidiaries owns, holds, possesses or lawfully uses all Authorizations that are material to the conduct of the business of NMI and its Subsidiaries as now or previously conducted, or that are otherwise other materials it was required to be owned, held or possessed as a result of any Regulations file (“NMI Authorizations”), except where the failure to have such Authorizations would not reasonably be expected to have a Material Adverse Effect. All NMI Authorizations are set forth on Section 2.12(d) of the Disclosure Schedule and are valid and in full force and effect. (e) All of NMI’s and its Subsidiaries’ products, services, technology, Software and Owned Intellectual Property that require an import license, export license or re-export license (an “Export License”) from any Governmental Entity in connection with the business of NMI and its Subsidiaries, as now or previously conducted (the “Export Controlled Products”), are set forth on Section 2.12(e) of the Disclosure Schedule. NMI and each of its Subsidiaries has obtained, and currently maintains in full force and effect, all Export Licenses required for its Export Controlled Products. (f) No event has occurred and no circumstances exist that (with or without the passage of time or the giving of notice) may result in a violation of, conflict with, failure on the part of NMI or any of its Subsidiaries to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or adverse modification of any NMI Authorization or Export License. Neither NMI nor any of its Subsidiaries has received written notice, or to the Knowledge of NMI any other notice, regarding any violation of, conflict with, failure to comply with the terms of, or any revocation, withdrawal, termination, cancellation, suspension or adverse modification of, any NMI Authorization or Export License. Neither NMI nor any of its Subsidiaries is in default, nor has it received written notice, or to the Knowledge of NMI any other notice, of any claim of default, with respect to any NMI Authorization or Export License. (g) NMI and each of its Subsidiaries has at all times conducted its export transactions in accordance with all Applicable Laws and in compliance, regarding each transaction, with all other applicable import, export and re-export controls in countries in which NMI and each of its Subsidiaries has conducted its export transactions, including the United States Export Administration Act, as amended, the Export Administration Regulations and sanctions administered by the Office of Foreign Assets Control, and similar Applicable Laws in the United States of America, Egypt, Korea, China, Japan, India, Taiwan and other countries. Except as specifically authorized by U.S. Government regulation or specific Export License, NMI and each of its Subsidiaries has not exported, reexported, transferred or diverted any of the Products to (i) any country that is subject to an embargo or trade sanction by the U.S. Government; (ii) any activity related to the design, development, production, stockpiling or use of nuclear, chemical or biological weapons or the design, development or use of certain rocket systems or unmanned air vehicles; or (iii) any person or entity listed as a prohibited or restricted party by the U.S. Government (e.g., Denied Party, Specially Designated National). NMI and each of its Subsidiaries has at all times maintained all required, and there are no pending, or, to NMI’s Knowledge, threatened claims against NMI or any of its Subsidiaries with respect to any, Export Licenses, license exceptions and other consents, notices, waivers, approvals, Orders, Authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the import, export and re-export of products, services, software and technologies, including without limitation for any Export Controlled Products or any other deliverables, such as demonstrator boards and the like, shipped by NMI or any of its Subsidiaries, information contained therein was correct and complete) under all Laws (B) the release of technology including rules and software to foreign nationals located in the United States of America and abroadregulations thereunder).

Compliance with Law; Authorizations. (ai) NMI HCR and each of its Subsidiaries has complied in all material respects and is and has at all times been currently in compliance with all laws, ordinances, governmental or regulatory rules or regulations each Regulation to which its business business, operations, assets or assets are subject (“Regulations”)properties is subject, including any Regulations related to reimbursement for services rendered or goods provided and including any applicable federal or state health care program laws, rules, or regulations, including, but not limited to, those pertaining to improper inducements, gratuitous payments, fraudulent or abusive practices, excessive or inadequate services, false claims and/or false statements, civil money penalties, prohibited referrals, and/or financial relationships, excluded individuals, controlled substances and licensure, except where such failure to comply noncompliance would not have, or would not reasonably be expected to have, have a Material Adverse Effect. (b) None of NMI, any NMI Subsidiary or any of their respective directors, officers, employees or, to NMI’s Knowledge, agents or any other Person acting Effect on behalf of any such Person has, with respect to the business or operations of NMI and its Subsidiaries, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to any political activity, or (ii) made any unlawful payment to any government official, employee, or political party or campaign, or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act, the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions, or any other Applicable Law relating to the conduct of business with Governmental Entities (the “Bribery Laws”). (c) Neither NMI nor any of its Subsidiaries has any product, software or technology that is subject to the International Traffic in Arms Regulations (“ITAR”) or is involved in ITAR-regulated activities. (d) NMI and each of its Subsidiaries owns, HCR. Each Facility holds, possesses or lawfully uses in the operation of its business the licenses, permits, CONs, provider agreements and certifications under Medicare and Medicaid Programs which licenses, permits, CONs, provider agreements and certifications are in substantial compliance with all Authorizations that are material to the conduct of the business of NMI and its Subsidiaries as now or previously conducted, or that are otherwise required to be owned, held or possessed as a result of any Regulations (“NMI Authorizations”)Regulations, except where the failure to have such Authorizations non-compliance or absence of a license, permit, CON, provider agreement or certification would not reasonably be expected to have a Material Adverse EffectEffect on HCR. All NMI Authorizations are set forth on Section 2.12(d) None of the Disclosure Schedule and are valid and in full force and effect. (e) All of NMI’s and its Subsidiaries’ products, services, technology, Software and Owned Intellectual Property that require an import license, export license HCR or re-export license (an “Export License”) from any Governmental Entity in connection with the business of NMI and its Subsidiaries, as now or previously conducted (the “Export Controlled Products”), are set forth on Section 2.12(e) of the Disclosure Schedule. NMI and each of its Subsidiaries has obtained, and currently maintains in full force and effect, all Export Licenses required for its Export Controlled Products. (f) No event has occurred and no circumstances exist that (with or without the passage of time or the giving of notice) may result in a violation of, conflict with, failure on the part of NMI or any of its Subsidiaries to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or adverse modification of any NMI Authorization or Export License. Neither NMI nor any of its Subsidiaries has received written notice, or to the Knowledge of NMI any other notice, regarding any violation of, conflict with, failure to comply with the terms of, or any revocation, withdrawal, termination, cancellation, suspension or adverse modification of, any NMI Authorization or Export License. Neither NMI nor any of its Subsidiaries is in default, nor has it received written notice, or to the Knowledge of NMI default in any other notice, material respect under any order of any claim of defaultcourt, with respect governmental authority or arbitration board or tribunal specifically applicable to any NMI Authorization or Export License. (g) NMI and each of its Subsidiaries has at all times conducted its export transactions in accordance with all Applicable Laws and in compliance, regarding each transaction, with all other applicable import, export and re-export controls in countries in which NMI and each of its Subsidiaries has conducted its export transactions, including the United States Export Administration Act, as amended, the Export Administration Regulations and sanctions administered by the Office of Foreign Assets Control, and similar Applicable Laws in the United States of America, Egypt, Korea, China, Japan, India, Taiwan and other countries. Except as specifically authorized by U.S. Government regulation or specific Export License, NMI and each of its Subsidiaries has not exported, reexported, transferred or diverted any of the Products to (i) any country that is subject to an embargo or trade sanction by the U.S. Government; (ii) any activity related to the design, development, production, stockpiling or use of nuclear, chemical or biological weapons or the design, development or use of certain rocket systems or unmanned air vehicles; or (iii) any person or entity listed as a prohibited or restricted party by the U.S. Government (e.g., Denied Party, Specially Designated National). NMI and each of its Subsidiaries has at all times maintained all required, and there are no pending, or, to NMI’s Knowledge, threatened claims against NMI or any of its Subsidiaries with respect to any, Export Licenses, license exceptions and other consents, notices, waivers, approvals, Orders, Authorizations, registrations, declarations, classifications and filings with any Governmental Entity required for (i) the import, export and re-export of products, services, software and technologies, including without limitation for any Export Controlled Products or any other deliverables, such as demonstrator boards and the like, shipped by NMI HCR or any of its Subsidiaries, and except where such default would not have a Material Adverse Effect on HCR. As of the date hereof, no action has been taken or recommended by any governmental or regulatory official, body or authority, either to: (Bi) revoke, withdraw or suspend any CON or any license, permit or other authority to operate any of the release Facilities; (ii) to terminate or decertify any participation of technology and software to foreign nationals located any of the Facilities in the United States Medicare and Medicaid Programs; or (iii) reduce or propose to reduce the number of America licensed beds in any category, nor, as of the date hereof, has there been any decision not to renew any provider agreement related to any Facility. In the event that any such action shall have been taken or recommended subsequent to the date hereof, or if any decision shall have been made not to renew any such provider agreements, HCR hereby agrees to provide notice to Manor Care of the same and abroadto diligently and in good faith take prompt corrective or remedial action to cure the same. (ii) All Cost Reports required to be filed by HCR or any Subsidiary with respect to the Facilities under the Medicare and Medicaid Programs, or any other applicable governmental or private provider regulations have been prepared and filed in all material respects in accordance with applicable laws, rules and regulations and HCR has or has caused a Subsidiary to have paid or made provision to pay through proper recordation of any net liability any material overpayments received from the Medicare and Medicaid Programs and any similar obligations with respect to other reimbursement programs in which HCR and its Subsidiaries participate except where such failure to file or make such payment would not have a Material Adverse Effect on HCR. Section 4.2(m) of the HCR Disclosure Schedule sets forth for each Facility the years for which Cost Reports remain to be settled.