Common use of Compliance with Law; Licenses Clause in Contracts

Compliance with Law; Licenses. (a) The Company and each of its subsidiaries are not, and since January 1, 2018 (the “Applicable Date”) have not been, in material violation of, and are, and since the Applicable Date have been, in compliance with, any Law applicable to the Company or any of its subsidiaries or any of their respective assets, businesses or properties, except for instances of non-compliance that would not have, or reasonably be expected to have, a Material Adverse Effect. (b) The Company and each of its subsidiaries hold all permits, licenses, authorizations, exemptions, exceptions, certificates, orders, consents, grants, approvals and franchises from Governmental Entities required for the Company and its subsidiaries to conduct their respective businesses and own, lease and operate their respective assets and properties as they are now being conducted (the “Licenses”) and all Licenses are in full force and effect, in each case except as would not have, or reasonably be expected to have, a Material Adverse Effect. Since the Applicable Date, none of the Company or any of its subsidiaries has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw or modify any of the Licenses, except for any of the Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect. The Company and its subsidiaries are, and since the Applicable Date have been, in compliance with the terms and conditions of the Licenses, except for any such Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect. No suspension or cancellation of any of the Licenses is pending or, to the knowledge of the Company, threatened, except for any such Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect. Section 3.6(b) of the Company Disclosure Letter sets forth as of the date hereof a list of all of the Licenses. (c) The consummation of the transactions contemplated hereby shall not result in any conflict, default or violation of any Licenses, except for any such Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect.

Compliance with Law; Licenses. (a) The Except as set forth in Schedule 3.8 of the Disclosure Letter, each of the Company and each of its subsidiaries are not, Subsidiaries is and has been since January 1, 2018 (the “Applicable Date”) have not been, in material violation of, and are, and since the Applicable Date have been, 2007 in compliance with, any Law in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.8 of the Company or any of its subsidiaries or any of their respective assets, businesses or properties, except for instances of non-compliance that would not have, or reasonably be expected to have, a Material Adverse Effect. (b) The Company and each of its subsidiaries hold all permits, licenses, authorizations, exemptions, exceptions, certificates, orders, consents, grants, approvals and franchises from Governmental Entities required for the Company and its subsidiaries to conduct their respective businesses and own, lease and operate their respective assets and properties as they are now being conducted (the “Licenses”) and all Licenses are in full force and effect, in each case except as would not have, or reasonably be expected to have, a Material Adverse Effect. Since the Applicable DateDisclosure Letter, none of the Company or any of its subsidiaries Subsidiaries has received since January 1, 2007 (i) any written notice notice, order, complaint or other communication from any Governmental Entity threatening to suspend, revoke, withdraw Authority that the Company or modify any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it or (ii) to the Licensesknowledge of the Company, except for any other notice, order, complaint or other communication from any Governmental Authority that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it, which non-compliance the Licenses Company believes in good faith would be reasonably likely to result in a liability of greater than $1,000,000. Notwithstanding any other provisions of this Agreement, Section 3.16 contains the absence Company’s sole representations and warranties regarding Environmental Matters, Section 3.10 contains the Company’s sole representations and warranties regarding ERISA and employee benefit plan matters, and Section 3.15 contains the Company’s sole representations and warranties regarding Taxes. (b) Each of which would not have, or reasonably be expected to have, a Material Adverse Effect. The the Company and its subsidiaries areSubsidiaries have all licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the Company and its Subsidiaries to carry on its business in all material respects as currently conducted (the “Licenses”). Each of the Company and its Subsidiaries is and has been since the Applicable Date have beenJanuary 1, 2007 in compliance in all material respects with the terms and conditions all such Licenses. As of the Licensesdate hereof, except for any such Licenses the absence of which would not haveno suspension, cancellation, modification, revocation or reasonably be expected to have, a Material Adverse Effect. No suspension or cancellation nonrenewal of any of the Licenses License is pending or, to the knowledge of the Company, has been threatened, except for any such Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect. Section 3.6(b) Except as set forth in Schedule 3.8 of the Company Disclosure Letter sets forth as Letter, to the knowledge of the date hereof a list Company, the Company and its Subsidiaries will continue to have the use and benefit of all of the Licenses. (c) The Licenses following consummation of the transactions contemplated hereby shall not result hereby. Except as set forth in any conflictSchedule 3.8 of the Disclosure Letter, default or violation no material License is held in the name of any Licensesemployee, except for officer, director, stockholder, agent or otherwise on behalf of the Company or any such Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effectits Subsidiaries.

Compliance with Law; Licenses. (a) The Company and each of its subsidiaries are not, and since January 1, 2018 (the “"Applicable Date”") have not been, in material violation of, and are, and since the Applicable Date have been, in compliance with, any Law applicable to the Company or any of its subsidiaries or any of their respective assets, businesses or properties, except for instances of non-compliance that would not have, or reasonably be expected to have, a Material Adverse Effect. (b) The Company and each of its subsidiaries hold all permits, licenses, authorizations, exemptions, exceptions, certificates, orders, consents, grants, approvals and franchises from Governmental Entities required for the Company and its subsidiaries to conduct their respective businesses and own, lease and operate their respective assets and properties as they are now being conducted (the “"Licenses”") and all Licenses are in full force and effect, in each case except as would not have, or reasonably be expected to have, a Material Adverse Effect. Since the Applicable Date, none of the Company or any of its subsidiaries has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw or modify any of the Licenses, except for any of the Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect. The Company and its subsidiaries are, and since the Applicable Date have been, in compliance with the terms and conditions of the Licenses, except for any such Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect. No suspension or cancellation of any of the Licenses is pending or, to the knowledge of the Company, threatened, except for any such Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect. Section 3.6(b) of the Company Disclosure Letter sets forth as of the date hereof a list of all of the Licenses. (c) The consummation of the transactions contemplated hereby shall not result in any conflict, default or violation of any Licenses, except for any such Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect.

Compliance with Law; Licenses. (a) The Except as set forth on Schedule 4.10(a) attached hereto, each XxXxx Company and each of its subsidiaries are nothas complied, and since January 1, 2018 (the “Applicable Date”) have not beenis in compliance, in all material violation ofrespects, with all applicable material federal, state, county, local and foreign laws, statutes, licensing requirements, rules and regulations, and arejudicial or administrative decisions, and since none of the Applicable Date have beenXxXxx Companies has received any written notice or claim of alleged violations of the foregoing. Each of the XxXxx Companies holds all Permits and Licenses material and necessary to sell or distribute the goods, products and services of such entity in compliance withthe jurisdictions in which its business is conducted and operated or in which such goods, any Law applicable to the Company products or any of its subsidiaries services are sold or any of their respective assetsdistributed, businesses or properties, except for instances of non-compliance that would not have, or reasonably be expected to have, a Material Adverse Effect. (b) The Company and each of its subsidiaries hold all permits, licenses, authorizations, exemptions, exceptions, certificates, orders, consents, grants, approvals such Permits and franchises from Governmental Entities required for the Company and its subsidiaries to conduct their respective businesses and own, lease and operate their respective assets and properties as they are now being conducted (the “Licenses”) and all Licenses are currently in full force and effect, in each case except as where the failure to hold such Permits and Licenses would not havebe material. There is no order issued, or, to the Knowledge of SELLER, investigation or proceeding pending, threatened, or notice served claiming or otherwise alleging any material violation of any material law, ordinance, order, writ, decree, rule or regulation issued by any Governmental Authority to which any XxXxx Company is subject or relating in any way to such Permits and Licenses. There has been no event which could reasonably be expected to haveresult in a suspension, a Material Adverse Effect. Since the Applicable Date, none of the Company revocation or any of its subsidiaries has received any written notice from any Governmental Entity threatening failure to suspend, revoke, withdraw or modify any of the Licenses, except for any of the Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect. The Company and its subsidiaries are, and since the Applicable Date have been, in compliance with the terms and conditions of the Licenses, except for renew any such Licenses Permit or License. (b) Except as set forth on Schedule 4.10(b) with respect to the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect. No suspension or cancellation business of any of the Licenses is pending orXxXxx Companies, since January 1, 1996: (i) there has been no regulatory action filed, or to the Knowledge of SELLER, threatened by the FDA or any comparable state or foreign agency, including, without limitation, in rem seizures, actions for injunction, proceedings under sections 305 or 518 of the Federal Food, Drug and Cosmetic Act, or quarantine; (ii) there has been no material voluntary or involuntary recall, product withdrawal or other remedial action and, to SELLER's Knowledge, none is expected; (iii) there has been no warning letter, regulatory letter, notice of adverse finding or FDA-483, and there has been no written inquiry or other written communication from the knowledge FDA or any comparable state or foreign agency requiring a response from SELLER or any of the Company, threatened, except for XxXxx Companies to which SELLER or any such Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect. Section 3.6(b) of the Company Disclosure Letter sets forth as of the date hereof a list of all of the Licenses.XxXxx Companies have not fully and adequately responded; (civ) The consummation there has been no significant change or modification in design, components, method of the transactions contemplated hereby shall not result in any conflict, default manufacture or violation intended use of any Licensesdevice or product, except and no device or product has been introduced into the market for the first time, without having submitted to and received approval of a pre-market notification from the FDA, if required; and (v) there has not been any such Licenses the absence of which would not have, device or reasonably be expected to have, a Material Adverse Effectproduct made available for investigation or research in humans other than in accordance with law or FDA regulation.

Compliance with Law; Licenses. (a) The Company Except as set forth on Schedule 5.11(a) attached hereto and each of its subsidiaries are not, and since January 1, 2018 (where the “Applicable Date”) failure would have not been, in material violation of, and are, and since the Applicable Date have been, in compliance with, any Law applicable to the Company or any of its subsidiaries or any of their respective assets, businesses or properties, except for instances of non-compliance that would not have, or reasonably be expected to have, a Material Adverse Effect.Effect on PURCHASER: (bi) The Company PURCHASER and each its Subsidiaries have complied, and are in compliance, with all applicable federal, state, county, local and foreign laws, statutes, licensing requirements, rules and regulations, and judicial or administrative decisions, and neither PURCHASER nor any Subsidiary has received any written notice or written claim of alleged violations of the foregoing; (ii) PURCHASER and its subsidiaries Subsidiaries hold all permitsPermits and Licenses material to sell or distribute the goods, licensesproducts and services of such entity in the jurisdictions in which its business is conducted and operated or in which such goods, authorizationsproducts or services are sold or distributed, exemptions, exceptions, certificates, orders, consents, grants, approvals and franchises from Governmental Entities required for the Company such Permits and its subsidiaries to conduct their respective businesses and own, lease and operate their respective assets and properties as they are now being conducted (the “Licenses”) and all Licenses are currently in full force and effect; (iii) There is no order issued, in each case except as would not have, or reasonably be expected to have, a Material Adverse Effect. Since the Applicable Date, none of the Company or any of its subsidiaries has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw or modify any of the Licenses, except for any of the Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect. The Company and its subsidiaries are, and since the Applicable Date have been, in compliance with the terms and conditions of the Licenses, except for any such Licenses the absence of which would not have, or reasonably be expected to have, a Material Adverse Effect. No suspension or cancellation of any of the Licenses is pending or, to the knowledge of the CompanyPURCHASER, investigation or proceeding pending, threatened, except for or notice served claiming or otherwise alleging any material violation of any law, ordinance, order, writ, decree, rule or regulation issued by any Governmental Authority to which PURCHASER or any Subsidiary is subject or relating in any way to such Licenses the absence of Permits and Licenses; (iv) To PURCHASER's knowledge, there has been no event which would not have, or could reasonably be expected to haveresult in a suspension, revocation or failure to renew any such Permit or License. (b) Except as set forth on Schedule 5.11(b) with respect to the business of PURCHASER and its Subsidiaries, since January 1, 1996 and where the consequences would have a Material Adverse Effect. Section 3.6(bEffect on PURCHASER: (i) there has been no regulatory action filed by the FDA or any comparable state or foreign agency, including, without limitation, in rem seizures, actions for injunction, proceedings under sections 305 or 518 of the Company Disclosure Letter sets forth as of the date hereof a list of all of the Licenses.Federal Food, Drug and Cosmetic Act, or quarantine; (cii) The consummation there has been no voluntary or involuntary recall, product withdrawal or other remedial action; (iii) there has been no warning letter, regulatory letter, notice of adverse finding or FD-483, and there has been no written inquiry or other written communication from the transactions contemplated hereby shall FDA or any comparable state or foreign agency requiring a response from PURCHASER or any Subsidiary to which PURCHASER or its Subsidiary has not result fully and adequately responded; (iv) Neither PURCHASER nor any Subsidiary has made any significant change or modification in any conflictdesign, default components, method of manufacture or violation intended use of any Licenses, except for any such Licenses the absence of which would not havedevice or product, or reasonably be expected introduced a device or product for the first time, without having submitted to haveand received approval of a pre-market notification from the FDA, a Material Adverse Effectif required; and (v) Neither PURCHASER nor any Subsidiary has made available any device or product for investigation or research in humans other than for product design changes within the scope of present FDA approvals or according to FDA provisions for custom devices or products.