Common use of Compliance with Law; Permits Clause in Contracts

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess all authorizations, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result in a Material Adverse Effect. (b) Neither the nature of the Company nor of any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own have been since December 31, 2018 in compliance with and not in default under or possess in violation of any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, Order, injunction or decree of any Governmental Entity (collectively, “Laws” and each, a “Law”) applicable to the Company and its Subsidiaries, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company and its Subsidiaries are in possession of all franchises, grants, concessions, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, ordersclearances, licensestariffs, registrationsqualifications, other certificates registrations and permits orders of any Governmental Entities (“Permits”) necessary for the Company and from all governmental regulatory officials the Company’s Subsidiaries to own, lease and bodiesoperate their properties and assets or to carry on their businesses as they are now being conducted (such Permits, necessary to conduct their respective businesses the “Company Permits”), except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits have any of the Company Permits would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to result in modification, termination or revocation thereof, and the Company and each of its Subsidiaries is in compliance with the terms and requirements of such Company Permit, except where the failure to be in full force and effect or in compliance or where such proceeding would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Neither the Company nor any of its Subsidiaries has received any written notice that the Company or its Subsidiaries is in violation of any Law applicable to the Company or any of its Subsidiaries or any Permit, except for such violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is are no proceeding pending Actions pending, threatened in writing or, to the Knowledge of the Company, otherwise threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such Permit, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the nature of the Company nor of any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made.

Compliance with Law; Permits. (a) The Company Parent and its Subsidiaries own or possess all authorizationsare, approvalsand since the later of December 31, orders, licenses, registrations, other certificates 2011 and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own dates of formation or possess all such authorizationsorganization have been, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all lawsand are not in default under or in violation of any applicable Law, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation has not had and would not reasonably be expected to result have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither Parent and its Subsidiaries are in possession of all Permits necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the nature “Parent Permits”), except where the failure to have any of the Company nor Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are in full force and effect, except where the failure to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. No suspension or cancellation of any of the Parent Permits is pending or threatened in writing, except where such suspension or cancellation has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its businesses Subsidiaries are not, and since December 31, 2011 have not been, in violation or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization breach of, or notice to, or filing, registration or qualification withdefault under, any governmental authority Parent Permit, except where such violation, breach or other Person on default has not had and would not reasonably be expected to have, individually or in the part aggregate, a Parent Material Adverse Effect. As of the Company as a condition to the execution and delivery date of this Agreement, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of Parent or any of its Subsidiaries under, any Parent Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any Parent Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that have not had and would not reasonably be expected to have, individually or in the Registration Rights Agreementaggregate, a Parent Material Adverse Effect. (c) Without limiting the Commitment Letter generality of Section 4.8(b), except as has not had and would not reasonably be expected to have, individually or in the offeraggregate, issuancea Parent Material Adverse Effect, sale Parent and each of its Subsidiaries, and, to Parent’s knowledge, each joint venture partner, joint interest owner, consultant, agent, or delivery representative of any of the Notes at foregoing (in their respective capacities as such), (i) has not violated the ClosingU.S. Foreign Corrupt Practices Act and any other U.S. and foreign anti-corruption Laws that are applicable to Parent or its Subsidiaries; (ii) has not been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other than the filings, registrations, qualifications U.S. or consents which shall have been made or obtained on the Closing Date foreign anti-corruption Laws by any such Person; and (iii) is not being (and copies has not been) investigated by any Governmental Authority with respect to any of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeforegoing.

Compliance with Law; Permits. (a) The Company and each of its Subsidiaries own are in compliance with and are not in default under or possess all authorizationsin violation of any applicable federal, approvalsstate, orderslocal or foreign law, licensesstatute, registrationsordinance, other certificates and permits of and from all governmental regulatory officials and bodiesrule, necessary to conduct their respective businesses except where the failure to own or possess all such authorizationsregulation, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approvaljudgment, order, licenseinjunction, registrationdecree or agency requirement of any Governmental Entity (collectively, certificate or permit to be revoked“Laws” and each, withdrawna “Law”), canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation is not having or would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the nature Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except for any of the foregoing franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders related to the residential construction activities of the Company nor of any of and its businesses or properties, nor any relationship between Subsidiaries that the Company or such Subsidiaries have applied for or are endeavoring to obtain in the ordinary course of business and except where the failure to have any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as Permits is not having or would not reasonably be expected to have, individually or in the aggregate, a condition Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect is not having or would not reasonably be expected to have, individually or in the execution and delivery of aggregate, a Company Material Adverse Effect. (c) Notwithstanding anything contained in this AgreementSection 3.7, the Registration Rights Agreement, the Commitment Letter no representation or the offer, issuance, sale or delivery warranty shall be deemed to be made in this Section 3.7 in respect of the Notes at the Closing, other than the filings, registrations, qualifications matters referenced in Section 3.4 or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of3.5, or notices to in respect of environmental, Tax, employee benefits or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madelabor Law matters.

Compliance with Law; Permits. (a) The Company Parent and its Subsidiaries own or possess all authorizations, approvals, orders, licenses, registrations, other certificates and permits each of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all lawsand are not in default under or in violation of any applicable Law, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation is not having or would not reasonably be expected to result have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither Parent and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the nature “Parent Permits”), except for any of the Company nor foregoing franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders related to the residential construction activities of Parent and its Subsidiaries that Parent or such Subsidiaries have applied for or are endeavoring to obtain in the ordinary course of business and except where the failure to have any of its businesses the Parent Permits is not having or propertieswould not reasonably be expected to have, nor any relationship between individually or in the Company aggregate, a Parent Material Adverse Effect. All Parent Permits are in full force and any other Personeffect, nor any circumstance except where the failure to be in connection with full force and effect is not having or would not reasonably be expected to have, individually or in the offeraggregate, issuancea Parent Material Adverse Effect. (c) Notwithstanding anything contained in this Section 4.7, sale no representation or delivery warranty shall be deemed to be made in this Section 4.7 in respect of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder matters referenced in Section 4.4 or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of4.5, or notice toin respect of environmental, Tax, employee benefits or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madelabor Law matters.

Compliance with Law; Permits. (ai) The Company Allergan and each of its Subsidiaries own are, and since January 1, 2017 have been, in compliance with all applicable Laws, except for failures to be in compliance as have not been and would not reasonably be expected to be, individually or possess in the aggregate, material to the Allergan Group, taken as a whole. (ii) Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Allergan Group, taken as a whole, Allergan and each of its Subsidiaries hold all authorizationsconsents, clearances, permits, approvals, orderspermissions, licenses, registrationsvariances, exemptions, authorizations, acknowledgements, approvals and orders of any Governmental Entity necessary for the operation of its respective businesses, other certificates than Allergan Regulatory Permits (the “Allergan Permits”). Allergan and permits each of its Subsidiaries are, and from all governmental regulatory officials since January 1, 2017 have been, in compliance with the terms of the Allergan Permits, except for failures to be in compliance as have not been and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have reasonably be expected to be, individually or in the aggregate, material to the Allergan Group, taken as a Material Adverse Effectwhole. There is no proceeding pending Action pending, or, to the Knowledge knowledge of the CompanyAllergan, threatened (threatened, that seeks or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not would reasonably be expected to result in a Material Adverse Effect. (bnor is there, to the knowledge of Allergan, any existing condition, situation or set of circumstances that would reasonably be expected to result in) Neither the nature of the Company nor revocation, cancellation, termination, non-renewal or adverse modification of any of its businesses Allergan Permit, except where such revocation, cancellation, termination, non-renewal or properties, nor any relationship between the Company adverse modification has not been and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may would not reasonably be expected to be, is such as individually or in the aggregate, material to require a consentthe Allergan Group, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company taken as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madewhole.

Compliance with Law; Permits. (a) The Company and its each of the Company’s Subsidiaries own are in compliance with and are not in default under or possess in violation of any applicable federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of any Governmental Entity (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would not have, individually or in the aggregate, a Company Material Adverse Effect. Anything contained in this Section 3.8(a) to the contrary notwithstanding, no representation or warranty shall be deemed to be made in this Section 3.8(a) in respect of the matters referenced in Section 3.5 or 3.6, or in respect of environmental or labor Law matters, each of which matters is addressed by other sections of this Agreement. (b) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, approvals, orders, licenses, registrationspermits, other certificates easements, variances, exceptions, consents, certificates, approvals and permits orders of any Governmental Entity necessary for the Company and from all governmental regulatory officials the Company’s Subsidiaries to own, lease and bodiesoperate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits have any of the Company Permits would not have have, individually or in the aggregate, a Company Material Adverse Effect. There is no proceeding pending orAll Company Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the Knowledge aggregate, a Company Material Adverse Effect. No suspension or cancellation of any of the CompanyCompany Permits is pending or threatened, threatened (except where such suspension or any basis therefor known to cancellation would not, individually or in the Company) which may cause any such authorizationaggregate, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the have a Company Material Adverse Effect. The Company and its Subsidiaries are conducting their respective business not, and since December 31, 2004 have not been, in compliance with all lawsviolation or breach of, rules and regulations applicable thereto or default under, any Company Permit, except where such noncompliance could not reasonably be expected violation, breach or default would not, individually or in the aggregate, have a Company Material Adverse Effect. As of the date of this Agreement, to the knowledge of the Company, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company or any of its Subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses or accelerations that would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Neither the nature of the Company nor of any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own are in compliance with, and are not in default under or possess all authorizationsin violation of, approvalsany applicable federal, ordersstate, licenseslocal or foreign or multinational law, registrationsstatute, other certificates ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of any Governmental Entity, including common law (collectively, “Laws” and permits of and from all governmental regulatory officials and bodieseach, necessary to conduct their respective businesses a “Law”), except where the failure to own such non-compliance, default or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits violation would not have have, individually or in the aggregate, a Company Material Adverse Effect. There is no proceeding pending Since January 1, 2017, neither the Company nor any of its Subsidiaries has received any written notice or, to the Knowledge of Company’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not have, individually or in the Companyaggregate, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the a Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result in a Material Adverse Effect. (b) Neither The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Company Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for the nature Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company nor of Permits or to have filed such tariffs, reports, notices or other documents would not have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof would not have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance Subsidiaries is in connection compliance with the offerterms and requirements of all Company Permits, issuanceexcept where the failure to be in compliance would not have, sale individually or delivery of in the Notes at the Closingaggregate, nor the performance by the a Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeMaterial Adverse Effect.

Compliance with Law; Permits. (a) The Neither the Company and nor any of its Subsidiaries own is or possess all authorizationshas been since January 1, approvals2010 in conflict with, ordersin default or, licenseswith notice, registrationslapse of time or both, would be in default, with respect to or in violation of any (i) statute, law, ordinance, rule, regulation or requirement of a Governmental Entity (each, a “Law”) or (ii) order, judgment, writ, decree or injunction issued by any court, agency or other certificates Governmental Entity (each, an “Order”) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (including, without limitation, privacy Laws or Laws relating to the collection, use, or disclosure of personally identifiable information), except, in each case of clauses (i) and permits of (ii), for those defaults which, individually or in the aggregate, have not had and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not reasonably be expected to have a Material Adverse Effect. There is no proceeding pending orThe Company and each of its Subsidiaries have all permits, licenses, authorizations, consents, approvals and franchises from Governmental Entities required to conduct their businesses as currently conducted (“Permits”) and such Permits are valid and in full force and effect, except where the Knowledge of the Company, threatened (failure to have such Permits or any basis therefor known to the Company) which may cause any for such authorization, approval, order, license, registration, certificate or permit Permits to be revokedvalid and in full force and effect, withdrawnindividually or in the aggregate, canceled, suspended or have not renewed; had and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could would not reasonably be expected to result in have a Material Adverse Effect. (b) Neither the nature . As of the Company nor of any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery date of this Agreement, neither the Registration Rights AgreementCompany nor any of its Subsidiaries has received written notice from any Governmental Entity threatening to revoke, or indicating that it is investigating whether to revoke, any such Permit, except for such Permits which, if revoked, individually or in the Commitment Letter aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. The Company and each of its Subsidiaries are in material compliance with the terms of such Permits, except for such failures to be in compliance which, individually or in the offeraggregate, issuancehave not had and would not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything contained in this Section 3.12, sale no representation or delivery warranty shall be deemed to be made in this Section 3.12 in respect of the Notes at matters referenced in Section 3.05 or in respect of environmental, Tax, employee benefits or labor Laws matters. All outstanding securities of the Closing, other than the filings, registrations, qualifications or consents which shall Company have been made or obtained on offered and issued in compliance in all material respects with all applicable securities laws, including the Closing Date (Securities Act and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made“blue sky” laws.

Compliance with Law; Permits. (a) The Company and each of its Subsidiaries own are, and since January 1, 2008 have been, in compliance with and not in default under or possess all authorizationsin violation of any applicable federal, approvalsstate, orderslocal or foreign law, licensesstatute, registrationsordinance, other certificates and permits of and from all governmental regulatory officials and bodiesrule, necessary to conduct their respective businesses except where the failure to own or possess all such authorizationsregulation, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approvaljudgment, order, licenseinjunction, registrationdecree or agency requirement of any Governmental Entity (collectively, certificate or permit to be revoked“Laws” and each, withdrawna “Law”), canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. Within the past three years, neither the Company nor any of its Subsidiaries has received any written notice or, to the Company’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of any Governmental Entity, and all rights under any material contract with any Governmental Entity, necessary for the nature Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company nor of any Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, and their respective businesses or propertiesas currently conducted are, nor any relationship between the Company and any other Person, nor any circumstance in connection compliance in all respects with the offerterms and requirements of such Company Permits, issuanceexcept where the failure to be in compliance would not reasonably be expected to have, sale individually or delivery in the aggregate, a Company Material Adverse Effect. (c) Notwithstanding anything contained in this Section 3.9, no representation or warranty shall be deemed to be made in this Section 3.9 in respect of the Notes at the ClosingTax, nor the performance by the Company of its other obligations hereunder employee benefits, labor, intellectual property, environmental or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madereal property matters.

Compliance with Law; Permits. (a) The Company Except as set forth in Schedule 6.13(a) hereto, Seller is in compliance with all, and its Subsidiaries own is not in violation of any, law, ordinance, order, decree, rule or possess all authorizationsregulation of any governmental agency or authority. Except as disclosed in Schedule 6.13(a) hereto, approvalsno unresolved (i) charges of violations of laws or regulations have been made or threatened, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own (ii) proceedings or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding investigations are pending or, to the Knowledge best knowledge of Seller, have been threatened, and (iii) citations or notices of deficiency have been issued or have been threatened, against Seller or the CompanyRestaurants by any governmental agencies or authorities; and, threatened (or any basis therefor known to the Company) best knowledge of Seller, there are no facts or circumstances upon which may cause any such authorizationcharges, approvalproceedings, orderinvestigations, licenseor citations or deficiency notices, registrationmay be instituted, certificate issued or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result in a Material Adverse Effectbrought hereafter. (b) Neither Schedule 6.13(b) contains a true, correct and complete list of all governmental licenses, permits, authorizations, franchises, or certificates or rights (contractual or other) to operate the nature Purchased Restaurants that are held by Seller (collectively, "Licenses and Permits"). Such Licenses and Permits are the only licenses, permits, authorizations, franchises, certificates and rights to operate required for operation of the Company nor Purchased Restaurants and all of any such Licenses and Permits are in full force and effect at the date hereof. Seller has provided Buyer with true, correct and complete copies of its businesses each License and Permit listed in Schedule 6.13(b). Except as otherwise set forth in Schedule 6.13(b), the Purchased Restaurants are in compliance with the conditions and requirements imposed by or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offersuch Licenses and Permits. Seller has not received any notice, issuancenor does Seller have any knowledge or reason to believe, sale that any governmental agency or delivery authority intends to cancel, terminate or modify any of such Licenses or Permits or that there are valid grounds for any such cancellation, termination or modification. Seller has delivered or made available to Buyer a true, correct and complete copy of the Notes at the Closingmost recent safety inspection and quality assurance reports, nor the performance prepared by the Company any employees or consultants of its other obligations hereunder Seller or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, by any governmental authority agencies or other Person on the part of the Company as a condition authorities relating to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madePurchased Restaurants.

Compliance with Law; Permits. (a) The Company Mercury and each of its Subsidiaries own is in compliance with and is not in default under or possess all authorizations, approvals, orders, licenses, registrations, other certificates and permits in material violation of and from all governmental regulatory officials and bodies, necessary any applicable Law applicable to conduct any of them or any of their respective businesses or operations (other than Tax Laws, which are the subject of Section 4.10), except where as would not, individually or in the failure aggregate, reasonably be likely to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse EffectEffect on Mercury. (b) Except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Mercury, (i) Mercury and its Subsidiaries have all Permits that are reasonably necessary to enable Mercury and its Subsidiaries to carry on their businesses as they are now being conducted, (ii) all such Permits are in full force and effect, and (iii) Mercury and its Subsidiaries are not in violation or breach of, or default under, any of the terms and conditions of its Permits. (c) The Mercury Subsidiaries identified on Section 4.12(c) of the Mercury Disclosure Letter are the holders of the Mercury FCC Licenses identified thereon, which constitute all of the Mercury FCC Licenses of the Mercury Stations. Except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Mercury, the Mercury FCC Licenses are in effect in accordance with their terms and have not been revoked, suspended, canceled, rescinded, terminated or expired. Except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Mercury, Mercury or the Mercury Subsidiaries (i) operate each Mercury Station and have operated each Mercury Station in compliance with the Communications Act and the FCC Rules and the applicable Mercury FCC Licenses, (ii) have timely filed all material registrations and reports required to have been filed with the FCC relating to the Mercury FCC Licenses, (iii) have paid or caused to be paid all FCC regulatory fees due in respect of each Mercury Station, and (iv) have completed or caused to be completed the construction of all facilities or changes contemplated by any of the Mercury FCC Licenses or construction Permits issued to modify the Mercury FCC Licenses. To the Knowledge of Mercury, there are no material applications, petitions, proceedings, or other material actions, complaints or investigations, pending or threatened before the FCC relating to the Mercury Stations, other than proceedings affecting broadcast stations generally. Except as may be permitted by Section 6.3(f)(iii), none of Mercury or the Mercury Subsidiaries, nor any of the Mercury Stations, has entered into a tolling agreement or otherwise waived any statute of limitations relating to the Mercury Stations during which the FCC may assess any fine or forfeiture or take any other action or agreed to any extension of time with respect to any FCC investigation or proceeding. There is no proceeding not (i) pending or, to the Knowledge of Mercury, threatened, any action by or before the CompanyFCC to revoke, threatened suspend, cancel, rescind or materially adversely modify any such Mercury FCC License (other than proceedings to amend the FCC Rules of general applicability) or (ii) issued or outstanding, by or before the FCC, any (A) order to show cause, (B) notice of violation, (C) notice of apparent liability, or (D) order of forfeiture, in each case, against the Mercury Stations, Mercury or any basis therefor known Mercury Subsidiary with respect to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not Mercury Stations that would reasonably be expected to result in a Material Adverse Effect. any action described in the foregoing clause (bi) Neither with respect to such Mercury FCC Licenses. The Mercury FCC Licenses have been issued for the nature terms expiring as indicated on Section 4.12(c) of the Company nor of Mercury Disclosure Letter and the Mercury FCC Licenses are not subject to any of its businesses or properties, nor any relationship between material condition except for those conditions appearing on the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery face of the Notes at Mercury FCC Licenses and conditions applicable to broadcast licenses generally or otherwise disclosed in Section 4.12(c) of the ClosingMercury Disclosure Letter. Except as set forth in Section 4.12(c) of the Mercury Disclosure Letter, neither Mercury’s entry into this Agreement nor the performance by the Company consummation of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated hereby will require any grant or renewal of any waiver granted by this Agreement, the Notes, FCC applicable to Mercury or for any of the Registration Rights Agreement or the Commitment Letter have been obtained or madeMercury Stations.

Compliance with Law; Permits. (a) The Company Parent and each of its Subsidiaries own or possess all authorizationsare, approvalsand since January 1, orders2007 have been, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all lawsand not in default under or in violation of any applicable Laws, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation would not reasonably be expected to result have, individually or in the aggregate, a Parent Material Adverse Effect. Within the past three years, neither Parent nor any of its Subsidiaries has received any written notice or, to Parent’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither Parent and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of any Governmental Entity, and all rights under any material contract with any Governmental Entity, necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the nature “Parent Permits”), except where the failure to have any of the Company nor of any Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, and their respective businesses or propertiesas currently conducted are, nor any relationship between the Company and any other Person, nor any circumstance in connection compliance in all material respects with the offerterms and requirements of such Parent Permits. (c) Notwithstanding anything contained in this Section 4.9, issuance, sale no representation or delivery warranty shall be deemed to be made in this Section 4.9 in respect of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization ofmatters referenced in Section 4.4, or notice toin respect of Tax, employee benefits, labor or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeenvironmental matters.

Compliance with Law; Permits. (a) The Neither the Company and its nor the Subsidiaries own are in conflict with, or possess all authorizationsin default or violation of: (i) any Law or Order applicable to the Company or the Subsidiaries, approvals, orders, licenses, registrations, other certificates and permits or by which any of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses properties is bound or affected, or (ii) any Contract to which the Company or the Subsidiaries are a party or by which the Company or the Subsidiaries or any of their respective properties is bound or affected, except where for any conflicts, defaults or violations of such Laws, Orders or Contracts that (individually or in the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits aggregate) would not have or reasonably be expected to have a Material Adverse Effect. There is no proceeding pending orNo Governmental Authority has indicated in writing to the Company or the Subsidiaries an intention to conduct an investigation or review against the Company or the Subsidiaries, and, to the Knowledge of the Company, no investigation or review by any Governmental Authority is pending or threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and against the Company and its Subsidiaries are conducting their respective business or the Subsidiaries, other than, in compliance with all lawseach such case, rules and regulations applicable thereto except where such noncompliance could not those the outcome of which would not, individually or in the aggregate, have or reasonably be expected to result in have a Material Adverse Effect. (b) Neither The Company and the nature Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals from Governmental Authorities which are material to operation of the business of the Company nor and the Subsidiaries as currently conducted (collectively, the “Material Permits”). To the Knowledge of any of its businesses or propertiesthe Company, nor any relationship between the Company and the Subsidiaries are in compliance in all material respects with the terms of the Material Permits. Section 2.10(b)‎ of the Disclosure Schedule sets forth a complete and accurate list of each Material Permit. The Material Permits are valid and subsisting in all material respects, and, to the Knowledge of the Company, neither the Company nor the Subsidiaries have received any written notice from any Governmental Authority or any other Person, nor Person regarding any circumstance in connection with the offer, issuance, sale actual or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization alleged violation of, or notice to, or filing, registration or qualification failure to comply with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeMaterial Permit.

Compliance with Law; Permits. (a) The Company and each of its Subsidiaries own are, and since January 1, 2007 have been, in compliance with and not in default under or possess all authorizationsin violation of any applicable federal, approvalsstate, orderslocal or foreign law, licensesstatute, registrationsordinance, other certificates and permits of and from all governmental regulatory officials and bodiesrule, necessary to conduct their respective businesses except where the failure to own or possess all such authorizationsregulation, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approvaljudgment, order, licenseinjunction, registrationdecree or agency requirement of any Governmental Entity, certificate including common law or permit to be revokedthe interpretation thereof (collectively, withdrawn“Laws” and each, canceleda “Law”), suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. Within the past three years, neither the Company nor any of its Subsidiaries has received any written notice or, to the Company’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of any Governmental Entity, and all rights under any material contract with any Governmental Entity, necessary for the nature Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company nor of any Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, and their respective businesses or propertiesas currently conducted are, nor any relationship between the Company and any other Person, nor any circumstance in connection compliance in all material respects with the offerterms and requirements of such Company Permits. (c) Notwithstanding anything contained in this Section 3.9, issuance, sale no representation or delivery warranty shall be deemed to be made in this Section 3.9 in respect of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization ofmatters referenced in Section 3.4, or notice toin respect of Tax, employee benefits, labor or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeenvironmental matters.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess all authorizations, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company Ensco and its Subsidiaries are conducting their respective business in compliance with all lawswith, rules and regulations are not in default under or in violation of, any applicable thereto Law, except where such noncompliance could non-compliance, default or violation would not have and would not reasonably be expected to result have, individually or in a the aggregate, an Ensco Material Adverse Effect. Since January 1, 2016, neither Ensco nor any of its Subsidiaries has received any written notice or, to Ensco’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect. (b) Neither Ensco and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, concessions, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, financial assurance instruments, qualifications and registrations and Orders of all applicable Governmental Entities, and all rights under any Ensco Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Ensco and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the nature “Ensco Permits” and, together with the Rowan Permits, the “Permits”), except where the failure to have or to have filed such Ensco Permits would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect. All Ensco Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect. Ensco and each of its Subsidiaries is in compliance with the Company nor terms and requirements of all material Ensco Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect. (c) Each drilling unit owned or leased by Ensco or any of its businesses Subsidiaries which is subject to classification (other than cold stacked rigs) is in class and free of suspension or propertiescancellation to class, nor any relationship between and is registered under the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company flag of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeflag jurisdiction.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own each Company Subsidiary are and have been since January 1, 2016 in compliance with, and not in default under or possess all authorizationsin violation of, approvals, orders, licenses, registrations, other certificates any Laws (including Environmental Laws and permits of employee benefits and from all governmental regulatory officials and bodies, necessary labor Laws) applicable to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (such Subsidiaries or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting of their respective business in compliance with all lawsproperties or assets, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation has not had and would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither The Company and the nature Company Subsidiaries are and have been since January 1, 2016 in possession of all franchises, grants, authorizations, business licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, clearances and orders of any Governmental Entity or pursuant to any applicable Law necessary for the Company and the Company Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company nor Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Company Permits are in full force and effect, no default (with or without notice, lapse of time or both) has occurred under any such Company Permit and none of its businesses the Company or propertiesany Company Subsidiary has received any written notice from any Governmental Entity threatening to suspend, nor revoke, withdraw or modify any relationship between such Company Permit. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and any other Personthe Company Subsidiaries, taken as a whole, since January 1, 2014, neither the Company nor any circumstance Company Subsidiary, in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part business of the Company or any Company Subsidiary, or, to the Company’s Knowledge, any other third party (including the Company’s or the Company Subsidiaries’ respective Representatives) acting on behalf of the Company or any Company Subsidiary, has (i) taken any action in violation of any applicable Anti-Corruption Law, (ii) offered, authorized, provided or given any payment or thing of value to any Person for the purpose of influencing any act or decision of such Person to unlawfully obtain or retain business or other advantage or (iii) taken any other action that would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any Representative of another company or entity in the course of their business dealings with the Company or any Company Subsidiary, in order to unlawfully induce such Person to act against the interest of his or her employer or principal. (d) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a condition whole, since January 1, 2014, neither the Company nor any Company Subsidiary has been subject to any actual, pending, or, to the execution Company’s Knowledge, threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, Proceedings, demand letters, settlements or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving the Company or any Company Subsidiary in any way relating to applicable Anti-Corruption Laws. The Company has established and delivery maintains a compliance program and reasonable internal controls and procedures appropriate to the requirements of this Agreementapplicable Anti-Corruption Laws. (e) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2014, the Registration Rights AgreementCompany and the Company Subsidiaries have at all times conducted their businesses in all respects in accordance with United States economic sanctions Laws administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) and all other applicable Import Restrictions and Export Controls in any countries in which any of the Company and the Company Subsidiaries conduct business. Since January 1, 2014, the Commitment Letter Company and the Company Subsidiaries have maintained in all material respects all records required to be maintained in the Company’s and the Company Subsidiaries’ possession as required under the Import Restrictions and Export Controls. (f) Except as would not, individually or in the offeraggregate, issuancereasonably be expected to be material to the Company and the Company Subsidiaries, sale taken as a whole, since January 1, 2014, neither the Company nor any Company Subsidiary has sold, exported, re-exported, transferred, diverted, or delivery otherwise disposed of any products, Software, or technology (including products derived from or based on such technology) to any destination, entity, or Person prohibited by the Laws of the Notes at United States or any other country, without obtaining prior authorization from the Closingcompetent Governmental Entities as required by those Laws. The Company and the Company Subsidiaries have complied in all material respects with all terms and conditions of any license issued or approved by the Directorate of Defense Trade Controls, other than the filingsBureau of Industry and Security, registrationsor OFAC that is or has been in force since January 1, qualifications 2014. Except as would not, individually or consents which shall in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2014, except pursuant to valid licenses, license exceptions or exemptions, the Company and the Company Subsidiaries have been made not released or obtained disclosed controlled technical data or technology to any foreign national whether in the United States or abroad. (g) Neither the Company nor any Company Subsidiary, nor, to the Company’s Knowledge, any director, officer, agent, employee or affiliate of the Company or any Company Subsidiary: (x) is, or is controlled or 50% or more owned by, one or more Persons or entities targeted by sanctions administered by OFAC or included on the Closing Date (List of Specially Designated Nationals and copies Blocked Persons or Foreign Sanctions Evaders, Denied Persons List, Entities List, Debarred Parties List, Excluded Parties List and Terrorist Exclusion List, or any other lists of which shall have been delivered known or suspected terrorists, terrorist organizations or other prohibited Persons made publicly available or provided to the Purchaser). All required consentsCompany or any Company Subsidiary by any relevant Governmental Entity (such entities, approvals Persons or authorizations oforganizations collectively, the “Restricted Parties”) or (y) has, since January 1, 2014, conducted any business with or engaged in any transaction or arrangement with or involving, directly or indirectly, any Restricted Parties or countries subject to economic or trade sanctions in violation of applicable Law, or notices has otherwise been in violation of any such sanctions, restrictions or any similar Law. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any Company Subsidiary is subject to any pending or, to the Company’s Knowledge, threatened action by any Governmental Entity that would restrict its ability to engage in export transactions, bar it from exporting or filingsotherwise limit in any material respect its exporting activities or sales to any Governmental Entity. Except as would not, registrations individually or qualifications within the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any governmental authority Company Subsidiary has, since January 1, 2014, received any written notice of potential violations of Laws covering export controls, trade embargoes or economic sanctions from OFAC or any other Person required Governmental Entity or made any voluntary disclosures to OFAC or any other Governmental Entity of facts that could result in connection any material enforcement action being taken or any material penalty being imposed by a Governmental Entity against the Company or any Company Subsidiary. (h) The Company is in compliance in all material respects with the transactions contemplated by this Agreement, applicable listing and other rules and regulations of the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeNYSE.

Compliance with Law; Permits. (a) The Company Dex and each Dex Subsidiary is, and at all times since the later of January 30, 2010 or its Subsidiaries own respective date of formation or possess organization has been, in compliance with all authorizationsapplicable Laws and is not in default under or in violation of any applicable Laws, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where such noncompliance, default, or violation would not, individually or in the failure aggregate, be reasonably likely to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There Effect on Dex. (b) Dex and the Dex Subsidiaries are in possession of all Permits necessary for Dex and the Dex Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Dex Permits”) and no suspension or cancellation of any of the Dex Permits is no proceeding pending or, to the Knowledge of the CompanyDex, threatened (or any basis therefor known to the Company) which may cause any such authorizationthreatened, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not the failure to have, or the suspension or cancellation of, any of the Dex Permits would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse EffectEffect on Dex. All Dex Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Dex. Dex and the Dex Subsidiaries are not, and since January 30, 2010 have not been, in violation or breach of, or default under, any Dex Permit, except where such violation, breach or default would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Dex. (bc) Neither This Section 4.12 does not relate to matters with respect to Taxes and Tax Returns (which are the nature subject of Section 4.10), Employee Benefits (which are the Company nor subject of any Section 4.11) or Environmental Liabilities (which are the subject of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the PurchaserSection 4.15). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made.

Compliance with Law; Permits. (a) The Company and each of its Subsidiaries own are, and since January 1, 2008 have been, in compliance with and not in default under or possess all authorizationsin violation of any applicable federal, approvalsstate, orderslocal or foreign law, licensesstatute, registrationsordinance, other certificates and permits of and from all governmental regulatory officials and bodiesrule, necessary to conduct their respective businesses except where the failure to own or possess all such authorizationsregulation, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approvaljudgment, order, licenseinjunction, registrationdecree or agency requirement of any Governmental Entity (collectively, certificate or permit to be revoked“Laws” and each, withdrawna “Law”), canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. Within the past three years, neither the Company nor any of its Subsidiaries has received any written notice or, to the Company’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of any Governmental Entity, and all rights under any material contract with any Governmental Entity, necessary for the nature Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company nor of any Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, and their respective businesses or propertiesas currently conducted are, nor any relationship between the Company and any other Person, nor any circumstance in connection compliance in all respects with the offerterms and requirements of such Company Permits, issuanceexcept where the failure to be in compliance would not reasonably be expected to have, sale individually or delivery in the aggregate, a Company Material Adverse Effect. (c) Notwithstanding anything contained in this Section 3.8, no representation or warranty shall be deemed to be made in this Section 3.8 in respect of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder Tax or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeemployee benefits matters.

Compliance with Law; Permits. (a) The Company Parent and each of its Subsidiaries own or possess all authorizationsare, approvalsand since January 1, orders2008 have been, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all lawsand not in default under or in violation of any applicable Laws, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation would not reasonably be expected to result have, individually or in the aggregate, a Parent Material Adverse Effect. Within the past three years, neither Parent nor any of its Subsidiaries has received any written notice or, to Parent’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither Parent and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of any Governmental Entity, and all rights under any material contract with any Governmental Entity, necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the nature “Parent Permits”), except where the failure to have any of the Company nor of any Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, and their respective businesses or propertiesas currently conducted are, nor any relationship between the Company and any other Person, nor any circumstance in connection compliance in all respects with the offerterms and requirements of such Parent Permits, issuanceexcept where the failure to be in compliance would not reasonably be expected to have, sale individually or delivery in the aggregate, a Parent Material Adverse Effect. (c) Notwithstanding anything contained in this Section 4.8, no representation or warranty shall be deemed to be made in this Section 4.8 in respect of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder Tax or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeemployee benefits matters.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess all authorizations, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company Rowan and its Subsidiaries are conducting their respective business in compliance with all lawswith, rules and regulations are not in default under or in violation of, any applicable thereto international, federal, state, local or foreign law, statute, ordinance, rule, regulation, convention, treaty, judgment, Order, injunction, decree or agency requirement of any Governmental Entity (collectively, “Laws” and each, a “Law”), except where such noncompliance could non-compliance, default or violation would not have and would not reasonably be expected to result have, individually or in the aggregate, a Rowan Material Adverse Effect. Since January 1, 2016, neither Rowan nor any of its Subsidiaries has received any written notice or, to Rowan’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect. (b) Neither Rowan and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, concessions, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, financial assurance instruments, qualifications and registrations and Orders of all applicable Governmental Entities, and all rights under any Rowan Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Rowan and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the nature “Rowan Permits”), except where the failure to have or to have filed such Rowan Permits would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect. All Rowan Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect. Rowan and each of its Subsidiaries is in compliance with the Company nor terms and requirements of all material Rowan Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect. (c) Each drilling unit owned or leased by Rowan or any of its businesses Subsidiaries which is subject to classification (other than cold stacked rigs) is in class and free of suspension or propertiescancellation to class, nor any relationship between and is registered under the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company flag of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeflag jurisdiction.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own are, and since March 1, 2011 have been, in compliance with and are not in default under or possess all authorizationsin violation of any applicable federal, approvalsstate, orderslocal or foreign law, licensesstatute, registrationsordinance, other certificates and permits of and from all governmental regulatory officials and bodiesrule, necessary to conduct their respective businesses except where the failure to own or possess all such authorizationsregulation, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approvaljudgment, order, licenseinjunction, registrationdecree or agency requirement of or undertaking to or agreement with any Governmental Entity (collectively, certificate or permit to be revoked“Laws” and each, withdrawna “Law”), canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation has not had and would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity legally required for the nature Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company nor Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No suspension or cancellation of any of its businesses or properties, nor any relationship between the Company Permits is pending or, to the Company’s Knowledge, threatened, except where such suspension or cancellation has not had and any other Personwould not reasonably be expected to have, nor any circumstance individually or in connection with the offeraggregate, issuance, sale a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization breach of, or notice to, or filing, registration or qualification withdefault under, any governmental authority Company Permit, except where such violation, breach or other Person on default has not had and would not reasonably be expected to have, individually or in the part of the aggregate, a Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeMaterial Adverse Effect.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own each Company Subsidiary are and have been since April 1, 2015 in compliance with and not in default under or possess all authorizationsin violation of any Laws (including Environmental Laws, approvals, orders, licenses, registrations, other certificates employee benefits and permits labor Laws and Laws applicable to any of and from all governmental regulatory officials and bodies, necessary the Company Government Contracts) applicable to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (such Subsidiaries or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting of their respective business in compliance with all lawsproperties or assets, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation has not had and would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither The Company and the nature Company Subsidiaries are and have been since April 1, 2015 in possession of all franchises, grants, authorizations, business licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, clearances and orders of any Governmental Entity or pursuant to any applicable Law necessary for the Company and the Company Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company nor Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Company Permits are in full force and effect, no default (with or without notice, lapse of time or both) has occurred under any such Company Permit and none of its businesses the Company or propertiesany Company Subsidiary has received any written notice from any Governmental Entity threatening to suspend, nor revoke, withdraw or modify any relationship between such Company Permit. (c) Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Company and any other Personthe Company Subsidiaries, taken as a whole, since April 1, 2013, neither the Company nor any circumstance Company Subsidiary, in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part business of the Company or any Company Subsidiary, or, to the Company’s Knowledge, any other third party (including the Company’s or the Company Subsidiaries’ respective Representatives) acting on behalf of the Company or any Company Subsidiary, has (i) taken any action in violation of any applicable Anti-Corruption Law, (ii) offered, authorized, provided or given any payment or thing of value to any Person for the purpose of influencing any act or decision of such Person to unlawfully obtain or retain business or other advantage or (iii) taken any other action that would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any Representative of another company or entity in the course of their business dealings with the Company or any Company Subsidiary in order to unlawfully induce such Person to act against the interest of his or her employer or principal. (d) Since April 1, 2013, neither the Company nor any Company Subsidiary has been subject to any actual, pending, or, to the Company’s Knowledge, threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary or mandatory disclosures to any Governmental Entity involving the Company or any Company Subsidiary in any way relating to applicable Anti-Corruption Laws, except, with respect to any such actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, enforcement actions or voluntary disclosures arising after the date hereof, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has established and maintains a compliance program and reasonable internal controls and procedures intended to comply with the requirements of applicable Anti-Corruption Laws. (e) Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a condition whole, since April 1, 2014, the Company and the Company Subsidiaries have at all times conducted their businesses in all respects in accordance with United States economic sanctions Laws administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) and all other applicable Import Restrictions and Export Controls in any countries in which any of the Company and the Company Subsidiaries conduct business. Since April 1, 2014, the Company and the Company Subsidiaries have maintained in all material respects all records required to be maintained in the Company’s and the Company Subsidiaries’ possession as required under the Import Restrictions and Export Controls. (f) Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the execution Company and delivery the Company Subsidiaries, taken as a whole, since April 1, 2014, (i) neither the Company nor any Company Subsidiary has sold, exported, reexported, transferred, diverted, or otherwise disposed of this Agreementany products, Software, or technology (including products derived from or based on such technology) to any destination, entity, or Person prohibited by the Laws of the United States or any other country, without obtaining prior authorization from the competent Governmental Entities as required by those Laws, (ii) the Company and the Company Subsidiaries have complied with all terms and conditions of any license issued or approved by the Directorate of Defense Trade Controls, the Registration Rights AgreementBureau of Industry and Security, or OFAC that is or has been in force since April 1, 2014 and (iii) except pursuant to valid licenses, license exceptions, or exemptions, the Commitment Letter Company and the Company Subsidiaries have not released or disclosed controlled technical data or technology to any foreign national for whom a license is required whether in the offerUnited States or abroad. (g) Neither the Company nor any Company Subsidiary, issuancenor, sale to the Company’s Knowledge, any director, officer, agent, employee or delivery affiliate of the Notes at Company or any Company Subsidiary: (x) is, or is owned or controlled by, a Person or entity subject to the Closing, other than the filings, registrations, qualifications sanctions administered by OFAC or consents which shall have been made or obtained included on the Closing Date (List of Specially Designated Nationals and copies Blocked Persons or Foreign Sanctions Evaders, Denied Persons List, Entities List, Debarred Parties List, Excluded Parties List and Terrorism Exclusion List, or any other lists of which shall have been delivered known or suspected terrorists, terrorist organizations or other prohibited Persons made publicly available or provided to the Purchaser). All required consentsCompany or any Company Subsidiary by any Governmental Entity (such entities, approvals Persons or authorizations oforganizations collectively, the “Restricted Parties”) or (y) has, since April 1, 2014, conducted any business with or engaged in any transaction or arrangement with or involving, directly or indirectly, any Restricted Parties or countries subject to economic or trade sanctions in violation of applicable Law, or notices has otherwise been in violation of any such sanctions, restrictions or any similar Law. Neither the Company nor any Company Subsidiary is subject to any pending or, to the Company’s Knowledge, threatened action by any Governmental Entity that would restrict its ability to engage in export transactions, bar it from exporting or filingsotherwise limit in any material respect its exporting activities or sales to any Governmental Entity, registrations except, as has not had and would not reasonably be expected to have, individually or qualifications within the aggregate, a Company Material Adverse Effect. Neither the Company nor any governmental authority or other Person required Company Subsidiary has, since April 1, 2014, received any written notice of material deficiencies in connection with any export controls, trade embargoes or economic sanctions matter from OFAC or any other Governmental Entity in its compliance efforts nor, since April 1, 2014, made any voluntary disclosures to OFAC or any other Governmental Entity of facts that could result in any material action being taken or any material penalty being imposed by a Governmental Entity against the transactions contemplated by this AgreementCompany or any Company Subsidiary, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (h) The employees of the Company and its Subsidiaries hold such security clearances as are required to perform the Company Government Contracts. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the NotesCompany and the Company Subsidiaries are in compliance in all material respects with all applicable requirements of the Company Government Contracts relating to the safeguarding of and access to classified information and controlled unclassified information, and with all applicable provisions of the Registration Rights Agreement National Industrial Security Program Operating Manual, DOD 5220.22-M (February 28, 2006), including any applicable provisions of supplements, amendments or revised editions thereof. (i) The Company is in compliance in all material respects with the Commitment Letter have been obtained or madeapplicable listing and other rules and regulations of NASDAQ.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess all authorizations, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all lawswith, rules and regulations are not in default under or in violation of, any applicable thereto federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, Order, injunction, decree or agency requirement of any Governmental Entity (collectively, “Laws” and each, a “Law”), except where such noncompliance could non-compliance, default or violation have not reasonably be expected to result had and would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither Since January 1, 2010, neither the nature Company nor any of its Subsidiaries has received any written notice or, to the Company’s knowledge, other communication from any Governmental Entity regarding any actual or possible material violation of, or material failure to comply with, any Law, other than matters pertaining to Environmental Laws and operations related to Oil and Gas Interests that have been fully resolved with the applicable Governmental Entity. (c) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities and all rights under any Company Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Company Permits”), (ii) all Company Permits are valid and in full force and effect and are not subject to any pending administrative or judicial proceeding that could result in modification, termination or revocation thereof and (iii) the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits. (d) Each of the Company nor and its Subsidiaries and, to the knowledge of the Company, each third-party operator of any of its businesses or properties, nor any relationship between the Oil and Gas Interests of the Company and any other Personits Subsidiaries (with respect to such interests) is, nor any circumstance and since January 1, 2010 has been, in connection compliance, in all material respects, with the offerapplicable Laws and Orders. (e) Since January 1, issuance2010, sale or delivery none of the Notes at Company or any Subsidiary of the ClosingCompany nor, nor to the performance knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material concerns from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) to the knowledge of the Company, no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of its other obligations hereunder the Company, has reported in writing evidence of a violation of securities Laws, breach of fiduciary duty or under similar violation by the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification withCompany, any governmental authority or other Person on the part Subsidiary of the Company as a condition or any of their respective officers, directors, employees or agents to the execution and delivery Board of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery Directors of the Notes at the ClosingCompany or any committee thereof, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals General Counsel or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with Chief Executive Officer of the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeCompany.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own are in compliance with, and are not in default under or possess all authorizationsin violation of, approvalsany applicable federal, ordersstate, licenseslocal or foreign law, registrationsstatute, other certificates ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of any Governmental Entity (collectively, “Laws” and permits of and from all governmental regulatory officials and bodieseach, necessary to conduct their respective businesses a “Law”), except where the failure to own such non-compliance, default or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits violation would not have have, individually or in the aggregate, a Company Material Adverse Effect. There is no proceeding pending Since January 1, 2010, neither the Company nor any of its Subsidiaries has received any written notice or, to the Knowledge Company’s knowledge, other communication from any Governmental Entity regarding any actual or possible material violation of, or material failure to comply with, any Law. (b) Except for consents or approvals of the Company, threatened (or any basis therefor known Governmental Entities with respect to the Company) GOM Acquisition which may cause any such authorizationwould be customarily obtained after the closing of a similar acquisition of assets, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting in possession of all franchises, grants, authorizations, licenses, concessions, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Company Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their respective business properties and assets and to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits or to have filed such tariffs, reports, notices or other documents would not, individually or in the aggregate, be material to the Company and its Subsidiaries. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof would not have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its Subsidiaries is in material compliance with the terms and requirements of all material Company Permits. (c) Each of the Company and its Subsidiaries is and, to the knowledge of the Company, each third-party operator of any of the Oil and Gas Interests of the Company and its Subsidiaries (with respect to such interests) is, and since January 1, 2010 has been, in compliance with all lawsapplicable Laws and Orders, rules and regulations applicable thereto except where such noncompliance could the failure to be in compliance would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. (bd) Neither the nature Since January 1, 2010, (i) none of the Company nor or any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of its businesses or properties, nor any relationship between the Company and or any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery Subsidiary of the Notes at Company or any material concerns from employees of the ClosingCompany or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, nor and (ii) to the performance knowledge of the Company, no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of its other obligations hereunder the Company, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or under similar violation by the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification withCompany, any governmental authority or other Person on the part Subsidiary of the Company as a condition or any of their respective officers, directors, employees or agents to the execution and delivery Board of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery Directors of the Notes at the ClosingCompany or any committee thereof, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals General Counsel or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with Chief Executive Officer of the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeCompany.

Compliance with Law; Permits. (a) The Company and Company, each of its Subsidiaries own and each Company Joint Venture are in compliance with and are not in default under or possess in violation of any applicable Laws, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a material impact on the Company. Since January 1, 2008, neither the Company, any of its Subsidiaries nor any Company Joint Venture has received any written notice or, to the Company’s Knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a material impact on the Company. (b) The Company, its Subsidiaries and the Company Joint Ventures are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, ordersclearances, licensespermissions, registrationsqualifications and registrations and Orders of any Governmental Entity necessary for the Company, other certificates its Subsidiaries and permits of the Company Joint Ventures to own, lease and from all governmental regulatory officials operate their properties and bodiesassets or to carry on their businesses as they are now being conducted (the “Company Permits”), necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge any of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could Permits would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effectmaterial impact on the Company. All Company Permits are valid and in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a material impact on the Company. The Company is, and each of its Subsidiaries and the Company Joint Ventures is, in compliance in all respects with the terms and requirements of such Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a material impact on the Company. (bc) Neither the nature of This Section 4.7 excludes any representation or warranty by the Company nor of or any of its businesses Subsidiaries or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection Joint Venture with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as respect to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices matters relating to or filingsarising under Environmental Laws or Hazardous Materials, registrations or qualifications with, any governmental authority or other Person required which are addressed in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeSection 4.8.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess all authorizationsSince January 1, approvals2021, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business have been in compliance with all lawswith, rules and regulations are not in default under or in violation of, any applicable thereto federal, tribal, state, local, foreign or multinational law, statute, treaty, act, code, ruling, award, writ, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of any Governmental Entity, including common law (collectively, “Laws” and each, a “Law”), except where such noncompliance could non-compliance, default or violation would not reasonably be expected have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2021, neither the Company nor any of its Subsidiaries has received any written notice or, to result the Company’s knowledge, other communication from any Governmental Entity regarding any actual, alleged, potential or possible violation of, or failure to comply with, any Law, except as would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the nature The Company and its Subsidiaries are in possession of the all franchises, grants, authorizations, tariffs, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals, waivers, clearances, permissions, qualifications and registrations and orders of or issued or approved by all applicable Governmental Entities, and may exercise all rights under any Company nor of any of its businesses or propertiesMaterial Contract with all applicable Governmental Entities, nor any relationship between and have filed all tariffs, reports, notices and other documents with all applicable Governmental Entities that are necessary for the Company and its Subsidiaries to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any such Company Permits or to have filed such tariffs, reports, notices or other Persondocuments would not have, nor individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any circumstance administrative or judicial proceeding that could result in connection with modification, termination, cancellation or revocation thereof, except where the offerfailure to be in full force and effect or any modification, issuancetermination, sale cancellation or delivery revocation thereof would not have, individually or in the aggregate, a Company Material Adverse Effect. As of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery date of this Agreement, the Registration Rights Agreementno event or condition has occurred or exists which would result in a violation of, the Commitment Letter breach, default or the offerloss of a benefit under, issuance, sale or delivery acceleration of an obligation of the Notes at the ClosingCompany or any of its Subsidiaries under, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations ofany Company Permit, or notices has caused (or would cause) an applicable Governmental Entity to fail or filingsrefuse to issue, registrations renew, or qualifications withextend, any governmental authority Company Permit (in each case, with or other Person required without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not have, individually or in connection with the transactions contemplated by this Agreementaggregate, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madea Company Material Adverse Effect.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess all authorizationseach Company Subsidiary are and have been since March 28, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business 2020 in compliance with all lawsany Laws (including Environmental Laws and employee benefits and labor Laws) applicable to the Company or such Company Subsidiary or any of their respective properties or assets, rules and regulations applicable thereto except where such noncompliance could non-compliance has not had and would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither The Company and the nature Company Subsidiaries hold, and at all relevant times since March 28, 2020 have held, all franchises, grants, authorizations, licenses, permits, certificates, easements, variances, exemptions, approvals, registrations and clearances of any Governmental Entity or pursuant to any applicable Law necessary for the Company and the Company Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company nor Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all Company Permits are in full force and effect, no default (with or without notice, lapse of time or both) has occurred under any such Company Permit, and none of the Company or any Company Subsidiary has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw or modify any such Company Permit, or (ii), taken any action which could result in the Company’s or any Company Subsidiary’s liability pursuant to Italian Legislative Decree no. 231/2001. (d) In the past five (5) years, none of the Company or any Company Subsidiary, or, to the Company’s Knowledge, any of the Company’s or the Company Subsidiaries’ respective Representatives or any other third party acting on behalf of the Company or any Company Subsidiary, has directly or indirectly (A) taken any action in violation of any applicable Anti-Corruption Law, or (B) offered, authorized, provided or given any payment or thing of its businesses value to any Person, including a “foreign official” (as defined by the FCPA), for the purpose of influencing any act or propertiesdecision of such Person to unlawfully obtain or retain business or other advantage. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, in the past five (5) years, (i) none of the Company or any Company Subsidiary has been subject to any actual, pending, or, to the Company’s Knowledge, threatened civil, criminal, or administrative actions, suits, demands, claims, whistleblower reports, Actions, settlements or enforcement actions or, to the Company’s Knowledge, investigations (internal or external), or made any voluntary disclosures to any Governmental Entity, involving the Company or any Company Subsidiary in any way relating to applicable Anti-Corruption Laws or, (ii) any applicable provisions of Italian Legislative Decree no. 231/2001 (the “231 Decree”). (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, at all times during the past five (5) years, the Company and each Company Subsidiary has established and maintains a compliance program and internal controls and procedures reasonably designed to promote and ensure compliance with applicable Anti-Corruption Laws, and the Company and Company Subsidiaries have at all times conducted their business in compliance with all applicable Anti-Money Laundering Laws. (g) To the Company’s Knowledge, there are no Governmental Authorizations that the Company has obtained, or to which it is a party, under Trade Controls or Sanctions. (h) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and the Company Subsidiaries have, in the past five years: (i) complied with applicable Trade Controls and Sanctions; (ii) not engaged in a transaction or dealing with or involving a Sanctioned Country or Sanctioned Person; (iii) maintained in place and implemented controls and systems to comply with applicable Trade Controls and Sanctions; and (iv) to the Company’s Knowledge, not been the subject of or otherwise involved in investigations or enforcement actions by any Governmental Entity or other legal proceedings with respect to any actual or alleged violations of Trade Controls or Sanctions, and has not been notified of any such pending or threatened actions. (i) None of the Company or any Company Subsidiary, nor any relationship between director or officer, or, to the Company and any other PersonCompany’s Knowledge, nor any circumstance in connection with the offeragent, issuance, sale employee or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part affiliate of the Company as or any Company Subsidiary is: (i) a condition Sanctioned Person; (ii) subject to disbarment or any list-based designations under any Trade Controls; or (iii) engaged in transactions, dealings, or other activities that might reasonably be expected to cause such Person to become a Sanctioned Person. (j) The Company is in compliance in all material respects with the execution applicable listing and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery other rules and regulations of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeNYSE.

Compliance with Law; Permits. The Company and each of the Company’s Subsidiaries is and, since December 12, 2014, has been in compliance with and is not, and since December 12, 2014, has not been, in default under or in violation of any applicable federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of any Governmental Entity (acollectively, “Laws,” and each, a “Law”), except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All certificates, licenses, permits, authorizations and approvals (“Permits”) issued or granted to the Company or any of its Subsidiaries are validly held by the Company or a Subsidiary of the Company, except where the failure to validly hold such Permit would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company or the applicable Subsidiary of the Company is in compliance, and since December 12, 2014, has complied, with all terms and conditions thereof, except where such non-compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries own or possess all authorizations, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure Permits to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates hold under lease and permits would not have a Material Adverse Effect. There is no proceeding pending or, operate their respective assets and to conduct the Knowledge business of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business as currently conducted, other than such Permits the absence of which, individually or in compliance with all lawsthe aggregate, rules has not had and regulations applicable thereto except where such noncompliance could would not reasonably be expected to result in have a Company Material Adverse Effect. (b) Neither the nature of the Company nor of any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made.

Compliance with Law; Permits. (a) The businesses of the Company and each of its Subsidiaries own subsidiaries have been (since December 31, 2000), and are being, conducted in compliance in all material respects with all applicable federal, state, local or possess all authorizationsnon-U.S. laws, approvalsstatutes, ordinances, rules, regulations (including, without limitation, the rules of any applicable self-regulatory organization recognized by the SEC), rulings, written interpretations, judgments, orders, licensesinjunctions, registrationsdecrees, other certificates and arbitration awards, agency requirements, licenses or permits of any Governmental Entity of competent jurisdiction (collectively, "Laws"), except as disclosed in the Company Reports filed on or before the date hereof and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits so comply would not reasonably be expected to have a Material Adverse Effect. There Except as disclosed in the Company Reports filed on or before the date hereof, neither the Company nor its subsidiaries has received written notice of a violation of any Law, which, if violated, would reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.9 or as set forth in the Company Reports filed prior to the date hereof and for regulatory examinations or reviews conducted in the ordinary course, no material investigation or review by any Governmental Entity with respect to the Company or any of its subsidiaries is no proceeding as of the date hereof pending or, to the Knowledge knowledge of the Company, threatened (or any basis therefor known to the Company) threatened, which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not would reasonably be expected to result in have a Material Adverse Effect. (b) Neither the nature of the Company nor of any of its businesses or properties, nor any relationship between the The Company and any other Personits subsidiaries have all licenses, nor any circumstance in connection with the offerpermits, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority franchises or other Person on governmental authorizations (collectively, "Permits") necessary for the part ownership of their assets or properties or for the Company as conduct of their respective businesses, except for those Permits which, if violated or not obtained, would not reasonably be expected to have a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeMaterial Adverse Effect.

Compliance with Law; Permits. (a) The Each Subject Company and its Subsidiaries own the conduct of the business of such Subject Company are in compliance with all applicable laws, statutes, ordinances, rules and regulations promulgated, or possess all authorizationsjudgments, approvalsdecisions or orders entered, ordersby any federal, licensesstate, registrationslocal, other certificates and permits or foreign court or governmental agency, department, authority or instrumentality relating to the Assets or the business of and from all governmental regulatory officials and bodiessuch Subject Company, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would comply is not reasonably likely to have a Material Adverse Effect. There is Except as disclosed on Schedule 5.15, no proceeding pending or, Subject Company has received any written notice to the Knowledge of the Companyeffect that, threatened (or any basis therefor known otherwise been advised by counsel or other advisors to the Company) which may cause any such authorizationCompany in writing that, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or it is not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all lawsany of such statutes, rules regulations, orders, ordinances or other laws for which corrective action has not been taken and regulations applicable thereto except where completed, and such noncompliance could Subject Company does not anticipate that any currently existing circumstances are reasonably be expected likely to result in violations of any such regulations which is reasonably likely to have, in any one case or in the aggregate, a Material Adverse Effect. (b) Neither . Such Subject Company has all Permits, authorizations and approvals, each of which is currently valid and in full force and effect, the nature lack of which is reasonably likely to have a Material Adverse Effect, which Permits are set forth on Schedule 5.15 and which licenses, authorizations and approvals are set forth on Schedule 5.7. Without limiting the generality of the preceding representation and warranty, no Subject Company nor has (i) made or agreed to make any contribution, payment or gift to any government official, employee, or agent where either the contribution, payment or gift or the purpose thereof was illegal under the laws of any of its businesses federal, state, local or propertiesforeign jurisdiction, nor (ii) established or maintained any relationship between fund or asset unrecorded on the Company Books and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery Records of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder Subject Companies for any purpose or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, made any governmental authority or other Person false entries on the part Books and Records of the such Subject Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, for any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made.reason and

Compliance with Law; Permits. (a) The Company operation of the Business and its Subsidiaries own the use of Transferred Assets by Seller is in material compliance with, and since January 1, 2018 has been in material compliance with, all applicable Laws, and Seller is not in violation in any material respects of any such Laws in respect of the Transferred Assets, the Assumed Liabilities or possess all authorizationsthe Business. Since January 1, approvals2018, ordersnone of the Seller Parties has received any written notice from any Governmental Authority regarding any actual or alleged violation of, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the or failure to own comply with, any Laws relating to the Transferred Assets, the Assumed Liabilities or possess all such authorizationsthe Business. To Seller’s Knowledge, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There there is no proceeding investigation pending or, or threatened by any Governmental Authority against any of the Seller Parties with respect to the Knowledge of Transferred Assets, the Company, threatened (Assumed Liabilities or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result in a Material Adverse EffectBusiness. (b) Neither The Seller Parties are in possession of all material permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for them to own, lease and operate the nature Transferred Assets and to carry on the Business as currently conducted (the “Permits”). (c) Since January 1, 2018, none of the Company nor Seller Parties, or to Seller’s Knowledge, any Representatives of the Seller Parties in relation to the Business or the Transferred Assets or Assumed Liabilities (i) has violated, has caused other Persons to be in violation of, is currently violating, or is reasonably expected to violate the FCPA or any other Trade Laws; (ii) has with a corrupt or improper intention directly or indirectly (through other Persons) paid, provided, promised, offered, or authorized the payment or provision of money, a financial advantage, favor, or anything else of value to a Government Official or any other Person for purposes of obtaining, retaining, or directing permits, licenses, favorable tax or duty decisions, court decisions, special concessions, contracts, business, or any other improper advantage; (iii) has otherwise offered, promised, authorized, provided, or incurred any bribe, kickback, or other corrupt or unlawful payment, expense, contribution, gift, gratuity, favor, entertainment, travel or other benefit or advantage (“Restricted Benefits”) to or for the benefit of any of its businesses Government Official or propertiesother Person whether in the public or private sector; (iv) has solicited, nor accepted, or received any relationship between Restricted Benefits from any Person; (v) has established or maintained any slush fund or other unlawful, unrecorded, or off-the-books fund or account; (vi) has inserted, concealed, or misrepresented corrupt, illegal, fraudulent, false, or improper payments, expenses, or other entries in the Company books and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery records of the Notes at Seller Parties; (vii) is a Government Official or has immediate family members who are Government Officials; (viii) has laundered, concealed, or disguised the existence, illegal origins, and/or illegal application of, criminally derived income/assets or otherwise caused such income or assets to appear to have legitimate origins or constitute legitimate assets; (ix) has used or dealt with funds or proceeds derived from illegal activities such as corruption, fraud, embezzlement, drug trafficking, arms smuggling, prostitution, organized crime, or terrorism (“Illegal Activities”); or (x) has used any funds to finance Illegal Activities. (d) The Seller Parties, and to Seller’s Knowledge, any Representatives of the Seller Parties in relation to the Business or the Transferred Assets or Assumed Liabilities, since January 1, 2018, (i) have not made or authorized any unlawful import into or export from the United States in violation of, or been penalized for conduct that is sanctioned or restricted under, any applicable Trade Laws, and no act or omission since January 1, 2018, if any, of or by any of them in respect of their obligations under applicable Trade Laws would subject Buyer, after the Closing, nor to any Liability; (ii) have not engaged in any business in, or provided, sold, exported, or reexported to, imported from, or otherwise transferred or dealt in, without any required approval from the performance by the Company U.S. Government, any products, software, technology, services, or property, directly or indirectly, to, from, or of its other obligations hereunder or under the NotesIran, Cuba, North Korea, Venezuela, Syria, the Registration Rights Agreement Crimea Region of Ukraine, or the Commitment Letterany other country or region subject to comprehensive or partial U.S. sanctions or any instrumentality, as the case may beagent, is such as to require a consententity, approval or authorization individual acting on behalf of, or notice to, directly or filing, registration indirectly owned or qualification withcontrolled by, any governmental authority Governmental Authority, wherever located, of such countries or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, regions (“Sanctioned Countries”); (iii) have obtained all registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations licenses necessary for importing, exporting, reexporting, transferring (in-country), or providing products, Software, Technology, services or property in accordance with all applicable Trade Laws (“Trade Licenses”), have been in compliance with the terms and conditions of such applicable Trade Licenses, and all such Trade Licenses are valid, current, and in full force and effect; (iv) have conducted the Business in accordance with all applicable export, import, and other Trade Laws; (v) have not violated, attempted or conspired to violate, or evaded, or been penalized or sanctioned for having violated, attempting or conspiring to violate, or evading applicable Trade Laws; (vi) have not received any notification from a Governmental Authority concerning a request for information about compliance with any applicable Trade Laws or an obligation on Seller to undertake or bear the costs of any remedial action under any Trade Laws; and (vii) have not received any other report or discovered any information suggesting that Seller Parties, and to Seller’s Knowledge, any Representatives of the Seller Parties, has violated, attempted or conspired to violate, evaded, or been penalized or sanctioned under any applicable Trade Laws. Seller made available to Buyer the export and import classifications of the Released Products and related Software and Technology. (e) None of the Seller Parties or Seller’s Representatives involved with the Business or the Transferred Assets or Assumed Liabilities, or customers or suppliers of the Business (i) is a national, resident, or entity of any Sanctioned Countries; (ii) appears on the Specially Designated Nationals and Blocked Persons List, Sectoral Sanctions Identification List, or Foreign Sanctions Evaders List maintained by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury, nor is owned 50 percent or more by one or more persons included on such OFAC lists, appears on the Entity List, Denied Persons List, Unverified List, or Military End User List maintained by the Bureau of Industry and Security of the U.S. Department of Commerce, or appears on the Debarred Persons List maintained by the Directorate of Defense Trade Controls of the U.S. Department of State, or any other applicable list of sanctioned, embargoed, blocked, criminal, or debarred persons maintained by any Governmental Authority, the European Union, Interpol, the United Nations, the World Bank, or any other public international organization; or (iii) is otherwise the subject of any sanctions, suspensions, embargoes or debarment by any Governmental Authority or public international organization, or engaged in any Business, transaction, transfer, export, import, withdrawal, or dealing that is likely to result in any of the Seller Parties or Seller’s Representatives involved with the Business or the Transferred Assets or Assumed Liabilities becoming a subject or target of any such sanctions. (f) Since January 1, 2018, none of the Seller Parties, and to Seller’s Knowledge, any Representatives of the Seller Parties in relation to the Business or the Transferred Assets or Assumed Liabilities has participated or been asked to participate directly or indirectly in any boycotts or other similar practices in violation of, or notices penalized under, the U.S. Export Administration Regulations (15 C.F.R. §§7; 730-774), as applicable, or Section 999 of the Code. (g) Since January 1, 2018, none of the Seller Parties, and to Seller’s Knowledge, none of the Representatives of the Seller Parties involved with the Business or filingsthe Transferred Assets or Assumed Liabilities, registrations (i) is or qualifications withhas been the subject of any past, any governmental authority present, future, or threatened Action, allegation, or whistleblower or other Person required complaint or has undertaken any internal investigation regarding an actual or alleged violation of any Trade Law; (ii) is reasonably expected to become the subject of or associated with any Action in connection relation to a violation of any Trade Law; or (iii) has made or intends to make any disclosure, report, or notification (voluntary or otherwise) to any Governmental Authority with respect to any actual or potential violation of or liability arising under or relating to any Trade Law. (h) The Seller Parties have implemented and maintain policies, procedures, internal controls, and compliance programs in relation to the Business designed to ensure, and which are reasonably expected to continue to ensure, compliance with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeFCPA and other Trade Laws.

Compliance with Law; Permits. (a) (i) The Company and each of its Subsidiaries are, and have at all times since December 21, 2012, been, in compliance in all material respects with and are not, and have at all times since December 21, 2012, not been, in material default under or in material violation of any applicable Law and (ii) neither the Company nor any of its Subsidiaries has received any written notice or, to the Company’s knowledge, other communication since December 21, 2012, from any Governmental Entity regarding any actual or possible material violation of, or failure to comply with, any Law. (b) The Company and its Subsidiaries own or possess are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, ordersclearances, licensespermissions, registrationsqualifications and registrations and orders of any Governmental Entity, other certificates and permits of and from all governmental regulatory officials and bodiesrights under any Contract with any Governmental Entity, necessary for the Company and its Subsidiaries to conduct own, lease and operate their respective properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to own have any such Company Permits, individually or possess all such authorizationsin the aggregate, approvals, orders, licenses, registrations, other certificates and permits would not have reasonably be expected to be material to the Company and its Subsidiaries, taken as a Material Adverse Effectwhole. There The Company is, and each of its Subsidiaries is, in compliance with the terms and requirements of the Company Permits, and no investigation or review by any Governmental Entity with respect to any violation or non-compliance with a Company Permit is no proceeding pending orpending, or the Company’s knowledge, threatened, except for any such noncompliance or investigation or review that, individually or in the aggregate, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (c) None of the Company or any of its Subsidiaries nor any of their respective officers, directors, employees, agents or representatives acting on their behalf, has in the past five (5) years, directly or indirectly, made or authorized any offer, gift, payment, or transfer, or promise of, any money or anything else of value, or provided any benefit, to any Covered Party, (i) for the Knowledge purpose of (A) influencing any act or decision of that person, (B) inducing that person to omit to do any act in violation of a lawful duty, (C) securing any improper advantage, or (D) inducing that person to use his or her influence with a Governmental Entity or public international organization, (1) to affect or influence any act or decision of any Governmental Entity or public international organization, or (2) to assist the Company, threatened (Company or any basis therefor known of its Subsidiaries in obtaining or retaining business, or directing business to the Companyany person, whether or not lawful, or (ii) which may cause would otherwise constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the improper advantage. (d) The Company and its Subsidiaries are conducting their respective business in compliance in all material respects with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and any other applicable Law of similar effect, including all lawslaws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and the UK Xxxxxxx Xxx 0000 (collectively with the FCPA, rules “Anti-Corruption Laws”), and regulations applicable thereto except where such noncompliance could not reasonably in the past five (5) years none of them has taken any action which would cause the Company or any of its Subsidiaries to be expected to result in a Material Adverse Effectviolation of any Anti-Corruption Law in any material respect. (be) Neither To the nature knowledge of the Company nor Company, no portion of any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance payments paid by Parent hereunder will be used to fund payments in connection with the offersecuring government approvals or as a payment, issuancegift, sale promise to give, or delivery authorization of the Notes at giving of anything of value to any government official, political party or official thereof or any candidate for foreign political office for purposes of (i) influencing any act or decision of such government official in his official capacity, (ii) inducing such government official to do or omit to do any act in violation of the Closing, nor the performance by the Company lawful duty of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization ofofficial, or notice to, (iii) securing any improper advantage; or filing, registration inducing such official to use his influence with a government or qualification with, instrumentality thereof to affect or influence any governmental authority act or other Person on the part decision of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter such government or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeinstrumentality.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess all authorizations, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company Buyer and its Subsidiaries are conducting their respective business in compliance with all lawswith, rules and regulations are not in default under or in violation of, any applicable thereto Law, except where such noncompliance could non-compliance, default or violation has not had, and would not reasonably be expected to result have, individually or in the aggregate, a Buyer Material Adverse Effect. Since January 1, 2018, neither Buyer nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. (b) Neither Buyer and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, concessions, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, financial assurance instruments, qualifications and registrations and Orders of all applicable Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Buyer and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the nature of “Buyer Permits” and, together with the Company nor of Permits, the “Permits”), except where the failure to have or to have filed such Buyer Permits would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. All Buyer Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. Buyer and each of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance Subsidiaries is in connection compliance with the offerterms and requirements of all material Buyer Permits, issuanceexcept where the failure to be in compliance would not reasonably be expected to have, sale individually or delivery of in the Notes at the Closingaggregate, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeBuyer Material Adverse Effect.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own are in compliance with, and are not in default under or possess all authorizationsin violation of, approvalsany applicable federal, ordersstate, licenseslocal or foreign law, registrationsstatute, other certificates and permits of and from all governmental regulatory officials and bodiesordinance, necessary to conduct their respective businesses except where the failure to own or possess all such authorizationsrule, approvalsregulation, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approvaljudgment, order, licenseinjunction, registrationdecree or agency requirement of any Governmental Entity (collectively, certificate or permit to be revoked“Laws” and each, withdrawna “Law”), canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2018, neither the Company nor any of its Subsidiaries has received any written notice or, to the Company’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither The Company and its Subsidiaries are in possession of all Permits, and all rights under any Company Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for the nature Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (collectively, the “Company Permits”), except where the failure to have or to have filed such Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with the terms and requirements of all material Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Each of the Company nor and its Subsidiaries is and, to the knowledge of the Company, each third-party operator of any of its businesses or properties, nor any relationship between the Company Oil and any other PersonGas Interests (with respect to such interests) is, nor any circumstance and since January 1, 2018 has been, in connection compliance with applicable Laws and Orders, except where the offerfailure to be in compliance would not reasonably be expected to have, issuanceindividually or in the aggregate, sale a Company Material Adverse Effect. (d) Except where the failure to be in compliance would not reasonably be expected to have, individually or delivery in the aggregate, a Company Material Adverse Effect, since January 1, 2018, (i) none of the Notes at Company or any Subsidiary of the ClosingCompany nor, nor to the performance knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any concerns from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of its other obligations hereunder the Company, has reported in writing evidence of a violation of securities Laws, breach of fiduciary duty or under similar violation by the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification withCompany, any governmental authority or other Person on the part Subsidiary of the Company as a condition or any of their respective officers, directors, employees or agents to the execution and delivery Company Board of this AgreementDirectors or any committee thereof, or to the Registration Rights Agreement, the Commitment Letter General Counsel or the offer, issuance, sale or delivery Chief Executive Officer of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeCompany.

Compliance with Law; Permits. (a) The Company Each of Parent and its Significant Subsidiaries own is, and from January 1, 2022 (in the case of Parent) and the later of January 1, 2022 and such Significant Subsidiary’s respective date of incorporation, formation or possess organization (in the case of a Significant Subsidiary) has been, in compliance with and is not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Anything contained in this Section 5.7(a) to the contrary notwithstanding, no representation or warranty shall be deemed to be made in this Section 5.7(a) in respect of environmental, tax, intellectual property, employee benefits or labor Law matters, each of which is addressed by other sections of this Article V. (b) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) without limiting the generality of Section 5.7(a), within the past three (3) years, none of Parent, any of its Significant Subsidiaries or any of their respective directors, officers or employees, or agents (in their respective capacities as such), has, directly or indirectly, made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to/from any foreign or domestic government official in each case in violation of any provisions of any applicable anti-bribery Laws and, in the past three (3) years, Xxxxxx has maintained policies and procedures that are reasonably designed to ensure, and that are reasonably expected to continue to ensure, continued compliance with anti-bribery Laws; (ii) neither Parent nor any of its Significant Subsidiaries, nor any director, officer or employee of Parent or any Significant Subsidiary of Parent, are, or in the past three (3) years has been, subject to any actual, pending, or, to Knowledge of Parent, threatened civil, criminal, or administrative actions or governmental investigations, inquiries or enforcement actions, or made any voluntary disclosures to any governmental authority, involving Parent or any Significant Subsidiary of Parent relating to alleged violations of applicable anti-bribery Laws; (iii) without limiting the generality of Section 5.7(a) in any way, in the past three (3) years, neither Parent, any of its Significant Subsidiaries, or any employee, officer, or director of Parent or any of its Significant Subsidiaries nor to Knowledge of Parent, any agents, (A) is currently or has been within the past three (3) years the target of Trade Sanctions or (B) has in the past three (3) years violated applicable Trade Sanctions; and (iv) in the past three (3) years, each of Parent, Parent’s Significant Subsidiaries and, to Knowledge of Parent, their respective Affiliates (x) has conducted its business in compliance with all authorizationsapplicable Trade Sanctions and Export Control Laws in all material respects; and (y) has obtained, and is in compliance in all material respects with, all required export and import licenses, license expectations and other consents, notices, approvals, orders, permits, authorizations, declarations, classifications and filings with any Governmental Entity required for the import, export and re-export of products, software and technology; and (z) has maintained and enforces policies and procedures that are reasonably designed to ensure, and that are reasonably expected to continue to ensure, continued compliance therewith. (c) Each of Parent and its Significant Subsidiaries is in possession of all franchises, grants, authorizations, licenses, registrationspermits, other certificates easements, variances, exceptions, consents, certificates, approvals and permits Orders of any Governmental Entity required by Law for Parent and from all governmental regulatory officials its Significant Subsidiaries to own, lease and bodiesoperate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent Permits”), necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits have any of the Parent Permits would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There All Parent Permits are in full force and effect, except where the failure to be in full force and effect would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. No suspension or cancellation of any of the Parent Permits is no proceeding pending or, to the Knowledge of the CompanyParent, threatened (or any basis therefor known to the Company) which may cause any such authorizationthreatened, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could suspension or cancellation would not have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Significant Subsidiaries are not, and from January 1, 2022 have not been, in violation or breach of, or default under, any Parent Permit, except where such violation, breach or default would not have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the Knowledge of Parent, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of Parent or any of its Significant Subsidiaries under, any Parent Permit, or has caused (or would cause) an applicable Governmental Entity to fail or refuse to issue, renew, extend, any Parent Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not have or reasonably be expected to result have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither the nature of the Company nor of any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made.

Compliance with Law; Permits. (a) The Company Xxxxx and each of its Subsidiaries own is in compliance with and is not in default under or possess all authorizationsin material violation of any applicable federal, approvalsstate, orderslocal or foreign or provincial law, licensesstatute, registrationsordinance, rule, regulation, judgment, order, injunction, decree, award or agency requirement of or undertaking to or agreement with any Governmental Entity (collectively, “Laws” and each, a “Law”) applicable to any of them or any of their applicable businesses or operations (other certificates and permits than Tax Laws, which are the subject of and from all governmental regulatory officials and bodiesSection 3.10), necessary except as would not, individually or in the aggregate, reasonably be likely to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse EffectEffect on Xxxxx. (b) Except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Xxxxx, (i) Xxxxx and its Subsidiaries have all Permits that are reasonably necessary to enable Xxxxx and its Subsidiaries to carry on their businesses as they are now being conducted, (ii) all such Permits are in full force and effect, and (iii) Xxxxx and its Subsidiaries are not in violation or breach of, or default under, any of the terms and conditions of its Permits. (c) The Xxxxx Subsidiaries identified on Section 3.12(c) of the Xxxxx Disclosure Letter are the holders of the Xxxxx FCC Licenses identified thereon, which constitute all of the Xxxxx FCC Licenses of the Xxxxx Stations. Except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Xxxxx, the Xxxxx FCC Licenses are in effect in accordance with their terms and have not been revoked, suspended, canceled, rescinded, terminated or expired. Except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Xxxxx, Xxxxx and the Xxxxx Subsidiaries (i) operate each Xxxxx Station and have operated each Xxxxx Station in compliance with the Communications Act and the FCC Rules and the applicable Xxxxx FCC Licenses, (ii) have timely filed all material registrations and reports required to have been filed with the FCC relating to the Xxxxx FCC Licenses, (iii) have paid or caused to be paid all FCC regulatory fees due in respect of each Xxxxx Station, and (iv) have completed or caused to be completed the construction of all facilities or changes contemplated by any of the Xxxxx FCC Licenses or construction Permits issued to modify the Xxxxx FCC Licenses. To the Knowledge of Xxxxx, there are no material applications, petitions, proceedings, or other material actions, complaints or investigations, pending or threatened before the FCC relating to the Xxxxx Stations, other than proceedings affecting broadcast stations generally. Except as may be permitted by Section 6.3(f)(iii), none of Xxxxx nor any of the Xxxxx Subsidiaries, nor any of the Xxxxx Stations, has entered into a tolling agreement or otherwise waived any statute of limitations relating to the Xxxxx Stations during which the FCC may assess any fine or forfeiture or take any other action or agreed to any extension of time with respect to any FCC investigation or proceeding. There is no proceeding pending not (i) pending, or, to the Knowledge of Xxxxx, threatened, any action by or before the CompanyFCC to revoke, threatened suspend, cancel, rescind or materially adversely modify any such Xxxxx FCC License (other than proceedings to amend the FCC Rules of general applicability) or (ii) issued or outstanding, by or before the FCC, any (A) order to show cause, (B) notice of violation, (C) notice of apparent liability or (D) order of forfeiture, in each case, against the Xxxxx Stations, Xxxxx or any basis therefor known Xxxxx Subsidiary with respect to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not Xxxxx Stations that would reasonably be expected to result in a Material Adverse Effect. any action described in the foregoing clause (bi) Neither with respect to such Xxxxx FCC Licenses. The Xxxxx FCC Licenses have been issued for the nature terms expiring as indicated on Section 3.12(c) of the Company nor of Xxxxx Disclosure Letter and the Xxxxx FCC Licenses are not subject to any of its businesses or properties, nor any relationship between material condition except for those conditions appearing on the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery face of the Notes at Xxxxx FCC Licenses and conditions applicable to broadcast licenses generally or otherwise disclosed in Section 3.12(c) of the ClosingXxxxx Disclosure Letter. Except as set forth in Section 3.12(c) of the Xxxxx Disclosure Letter, neither Xxxxx’ entry into this Agreement nor the performance by the Company consummation of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated hereby will require any grant or renewal of any waiver granted by this Agreement, the Notes, FCC applicable to Xxxxx or for any of the Registration Rights Agreement or the Commitment Letter have been obtained or madeXxxxx Stations.

Compliance with Law; Permits. (a) The Company Parent and its Subsidiaries own or possess all authorizationsare, approvalsand since December 31, orders2018 have been, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all lawsand not in default under or in violation of any Law applicable to Parent and its Subsidiaries, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation would not reasonably be expected to result have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither Parent and its Subsidiaries are in possession of all Permits necessary for Parent and Parent’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (such Permits, the nature “Parent Permits”), except where the failure to have any of the Company Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are in full force and effect and are not subject to any suspension, cancellation, non-renewal, adverse modifications, administrative or judicial proceeding that would reasonably be expected to result in modification, termination or revocation thereof, and Parent and each of its Subsidiaries is in compliance with the terms and requirements of such Parent Permit, except where the failure to be in full force and effect or in compliance or where such proceeding would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Since December 31, 2018, neither Parent nor of any of its businesses Subsidiaries has received any written notice that Parent or properties, nor its Subsidiaries is in violation of any relationship between the Company and Law applicable to Parent or any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder Subsidiaries or under any Permit, except for such violations that would not reasonably be expected to have, individually or in the Notesaggregate, a Parent Material Adverse Effect. There are no Actions pending, threatened in writing or, to the Registration Rights Agreement or Knowledge of Parent, otherwise threatened that would reasonably be expected to result in the Commitment Letterrevocation, as the case may bewithdrawal, is such as to require a consentsuspension, approval or authorization ofnon-renewal, termination, revocation, or notice toadverse modification or limitation of any such Permit, except as would not reasonably be expected to have, individually or filingin the aggregate, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeParent Material Adverse Effect.

Compliance with Law; Permits. Except with respect to (i) Environmental Law matters (which are provided for in Section 3.18), (ii) Tax matters (which are provided for in Section 3.12) and (iii) employee benefits and labor Law matters (which are provided for in Section 3.10 and Section 3.11, respectively): (a) The Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, each of the Company and its the Company Subsidiaries own and, to the Company’s Knowledge, each third-party contractor operating any portion of the Oil and Gas Interests on behalf of the Company and the Company Subsidiaries (with respect to such interests), (A) is, and has at all times since January 1, 2017 been, in compliance with applicable Law, in each case; and (B) since January 1, 2017 has not received notice from any Governmental Entity alleging that it is in violation of any applicable Law. Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, no investigation or possess review by any Governmental Entity with respect to any of the Company and the Company Subsidiaries is pending or, to the Company’s Knowledge, threatened in writing, nor, to the Company’s Knowledge, has any Governmental Entity indicated an intention to conduct the same. (b) Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have, and at all authorizationstimes since January 1, 2017 have had, and have been in compliance with, all licenses, permits, certifications, qualifications, accreditations, approvals, orders, licenses, registrations, other certificates consents, authorizations, franchises, variances, exemptions and permits Orders of any Governmental Entity (collectively, the “Permits”), and from have made all governmental regulatory officials and bodiesnecessary filings required under applicable Law, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates businesses. Except as has not had and permits would not be expected to have a Company Material Adverse Effect, each Permit has been validly issued or obtained and is in full force and effect. There is no proceeding pending orSince January 1, to the Knowledge of the Company2017, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or except as has not renewed; had and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could would not reasonably be expected to result in have a Company Material Adverse Effect, neither the Company nor any of the Company Subsidiaries has received written notice of any violation of or failure to comply with any Permit or any actual revocation, withdrawal, suspension, cancellation or termination of any Permit. (bc) Neither The Company is in compliance in all material respects with the nature applicable listing and other rules and regulations of the NYSE. (d) During the past five (5) years, none of the Company nor or the Company Subsidiaries, or to the Company’s Knowledge, any director or officer, employee or any representative or agent of the Company or any of the Company Subsidiaries or, to the Company’s Knowledge, any other Person acting on behalf of the Company or any of the Company Subsidiaries, has, directly or indirectly, (i) paid, offered, promised or authorized the payment of money or anything of value to any Governmental Official for the purpose of influencing any official act or decision, to obtain or retain business, or to secure any improper advantage, (ii) made any unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity or (iii) violated or is in violation of any of its businesses or properties, applicable Bribery Laws. Neither the Company nor any relationship between of the Company and Subsidiaries has conducted any other Personinternal investigation, nor made any circumstance in connection with the offervoluntary, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization ofdirected, or notice toinvoluntary disclosure to any Governmental Entity, or filingreceived any audit report, registration written communication from a Governmental Entity, or qualification with, any governmental authority whistleblower or other Person written complaint, involving alleged violations of Bribery Laws on the part of the Company, any of the Company as a condition Subsidiaries, or any Person acting on behalf of the Company or any of the Company Subsidiaries. (e) None of the Company or the Company Subsidiaries, any director or officer or employee of the Company or any of the Company Subsidiaries, or, to the execution and delivery Company’s Knowledge, any agent acting on behalf of this Agreementthe Company or any of the Company Subsidiaries, (i) is a Sanctioned Person, (ii) during the past five (5) years, has engaged in direct or indirect dealings with any Sanctioned Person or in any Sanctioned Country on behalf of the Company or any of the Company Subsidiaries, except pursuant to a license issued by an appropriate department or agency of the United States government, or (iii) during the past five (5) years, has violated , or engaged in any conduct sanctionable under, any Sanctions Law or any Law addressing exports or imports. During the past five (5) years, the Registration Rights Agreement, the Commitment Letter Company or the offerCompany Subsidiaries (as applicable) have been registered with the Directorate of Defense Trade Controls, issuanceU.S. Department of State in accordance with the International Traffic in Arms Regulations (“ITAR”), sale have maintained all licenses or delivery other authorizations required by the ITAR and all necessary licenses or other authorizations, as required by any other Law addressing exports or imports, and have maintained policies and procedures reasonably designed to ensure compliance with the ITAR and any other Law addressing exports or imports. During the past five (5) years, neither the Company nor any of the Notes at the ClosingCompany Subsidiaries has conducted any internal investigation, made any voluntary, directed, or involuntary disclosure to any Governmental Entity, or received any audit report, written communication from a Governmental Entity, or whistleblower or other than the filingswritten complaint, registrations, qualifications involving alleged violations of Sanctions Law or consents which shall have been made any Law addressing exports or obtained imports on the Closing Date (and copies part of which shall have been delivered to the Purchaser). All required consentsCompany, approvals or authorizations ofany of the Company Subsidiaries, or notices to any Person acting on behalf of the Company or filings, registrations or qualifications with, any governmental authority or other Person required in connection with of the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeCompany Subsidiaries.

Compliance with Law; Permits. (a) The Company TiVo and each of its Subsidiaries (i) are in compliance with and are not in default under or in violation (A) of any applicable federal, state, local or foreign law, statute, constitution, treaties, convention, ordinance, code, rule, regulation (whether civil, criminal or administrative), judgment, order, injunction, decree, resolution, arbitration award or agency requirement or other similar requirement enacted, issued, adopted, promulgated, entered into or applied by any Governmental Entity, including for the avoidance of doubt, the Payment Card Industry Data Security Standards (collectively, “Laws” and each, a “Law”), or (B) of any Contract to which TiVo or any of its Subsidiaries is a party or by which TiVo or any of its Subsidiaries or any of their respective properties is bound or affected, except in each case under clause (A) and (B), for any such non-compliance, default or violation that would not have a TiVo Material Adverse Effect and (ii) have not received written notice of any violation of any Law. No representation or warranty shall be deemed to be made in this Section 3.7(a) in respect of the matters referenced in Section 3.4. (b) TiVo and its Subsidiaries own or possess have in effect privacy compliance and data security programs and policies to enhance awareness of and compliance by TiVo and its Subsidiaries with relevant United States and applicable foreign Laws concerning privacy and data security, except as would not have a TiVo Material Adverse Effect. (c) TiVo and its Subsidiaries are in possession of all franchises, grants, authorizations, approvals, orders, licenses, registrationspermits, other certificates easements, variances, exceptions, consents, certificates, approvals and permits orders of any Governmental Entity necessary for TiVo and from all governmental regulatory officials its Subsidiaries to own, lease and bodiesoperate their properties and assets or to carry on their businesses as they are now being conducted (the “TiVo Permits”) and each of the TiVo Permits is valid, necessary to conduct their respective businesses subsisting and in full force and effect, except where the failure to own have or possess all maintain any such authorizations, approvals, orders, licenses, registrations, other certificates and permits TiVo Permit would not have a TiVo Material Adverse Effect or materially impair the ability of TiVo to perform its obligation hereunder or prevent or materially delay the consummation of the Transactions. The operation of the business of TiVo and its Subsidiaries as currently conducted is not, and has not been since January 1, 2013, in violation of, nor is TiVo or its Subsidiaries in default or violation under, any TiVo Permit, and, to the Knowledge of TiVo, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any material terms, condition or provision of any TiVo Permit, except where such default or violation of such TiVo Permit would not have a TiVo Material Adverse Effect. There is are no proceeding actions pending or, to the Knowledge of TiVo, threatened, that seek the Companyrevocation, threatened (cancellation or adverse modification of any basis therefor known to the Company) which may cause any such authorizationTiVo Permit, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could revocation, cancellation or adverse modification would not reasonably be expected to result in have a TiVo Material Adverse Effect. (b) Neither Effect or materially impair the nature ability of TiVo to perform its obligation hereunder or prevent or materially delay the Company nor consummation of any of the Transactions. Since January 1, 2013, neither TiVo nor its businesses Subsidiaries have received or propertiesbeen subject to any written notice, charge, claim or assertion, or, to the Knowledge of TiVo, any other notice, charge, claim or assertion, in each case alleging any violations of the TiVo Permits, nor to the Knowledge of TiVo, has any relationship between such notice, charge, claim or assertion been threatened, except where the Company and receipt of such notice, charge, claim or assertion would not have a TiVo Material Adverse Effect or materially impair the ability of TiVo to perform its obligation hereunder or prevent or materially delay the consummation of any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeTransactions.

Compliance with Law; Permits. (a) The Neither the Company nor any of its Subsidiaries (i) is in material violation or default of the Charter Documents of the Company or any of its Subsidiaries, (ii) is in violation or default of any Order or any Law, except for such violations and defaults that would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect or (iii) has received, since January 1, 2020, any written notice of, and to the Knowledge of the Company, an investigation or review that is in process or threatened by any Governmental Authority with respect to, any material violation or alleged violation of any Order or Law. (b) Except as set forth in Schedule 4.13(b) or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company and its Subsidiaries own or possess hold all authorizations, approvals, orders, licenses, registrations, other certificates and permits Permits necessary for the lawful conduct of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where as they are presently being conducted, (ii) all Permits are in full force and effect, (iii) the failure to own or possess all such authorizationsCompany and its Subsidiaries are in compliance with the terms of the Permits, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is (iv) there are no proceeding pending or, to the Knowledge of the Company, threatened threatened, modifications, amendments, cancellations, suspensions, limitations, nonrenewals or revocations of any Permit, and (v) there has occurred no event which (whether with notice or any basis therefor known to the Companylapse of time or both) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result in or constitute the basis for such a Material Adverse Effectmodification, amendment, cancellation, suspension, limitation, nonrenewal or revocation thereof. (bc) Neither the nature The Company and its Subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Company nor of any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection Exchange Act) that has been designed to comply with the offer, issuance, sale or delivery requirements of the Notes at the Closing, nor the performance Exchange Act and that has been designed to ensure that information required to be disclosed by the Company of its other obligations hereunder in reports that it files or submits under the NotesExchange Act is recorded, processed, summarized and reported within the Registration Rights Agreement or time periods specified in the Commitment LetterSEC’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as the case may be, is such as appropriate to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part allow timely decisions regarding required disclosure. The Company and its Subsidiaries have carried out evaluations of the Company effectiveness of their disclosure controls and procedures as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery required by Rule 13a-15 of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeExchange Act.

Compliance with Law; Permits. (a) The Company Seller has conducted since December 31, 2012, and its Subsidiaries own is conducting, the Business in compliance in all material respects with all applicable Laws. Since December 31, 2012, Seller has not received any written communication (or, to Seller’s knowledge, any other communication) from any Governmental Authority or possess all authorizations, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effectprivate party alleging noncompliance with any applicable Law. There is no civil, criminal or administrative action, suit, demand, claim, complaint, hearing, investigation, demand letter, warning letter, proceeding or request for information pending or, to the Knowledge knowledge of the CompanySeller, threatened (or against Seller. Seller does not have any basis therefor known Liability for failure to comply with any Law and, to the Company) which may cause any such authorizationknowledge of Seller, approvalthere is no act, orderomission, license, registration, certificate event or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not circumstance that would reasonably be expected to result give rise to any action, suit, demand, claim, complaint, hearing, investigation, demand letter, warning letter, proceeding or request for information or any such Liability. Seller has not conducted any internal investigation with respect to any actual, potential or alleged violation in a Material Adverse Effectany material respect of any Law by any manager, member or other equity holder, officer or employee or concerning actual or alleged fraud, whether or not material. (b) Neither Seller owns or holds all Permits the nature of the Company nor absence or loss of any of its businesses which, individually or propertiesin the aggregate, nor any relationship between would reasonably be expected to be material to the Company Business (collectively, with the Environmental Permits and any the FDA Permits, the “Material Permits”). Section 2.12(b) of the Disclosure Schedule sets forth a true, correct and complete list of each Material Permit (other Person, nor any circumstance than Environmental Permits listed in Section 2.7(b) of the Disclosure Schedule). All fees required to have been paid in connection with the offerMaterial Permits have been paid. The Material Permits are valid and subsisting, issuanceand, sale to the knowledge of Seller, no Governmental Authority intends to modify, cancel, terminate or delivery not renew any Material Permit. No Person other than Seller owns or has any proprietary, financial or other interest (direct or indirect) in any of the Notes Material Permits. Seller is conducting and since December 31, 2012 has conducted the Business in compliance in all material respects with the requirements, standards, criteria and conditions set forth in the Material Permits. The transactions contemplated hereby will not (with or without notice, lapse of time or both) result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to Seller by, any Material Permit. All Material Permits are freely transferable to Buyer at the Closing, nor will be transferred to Buyer at the performance by Closing and will continue in full force and effect immediately following the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person Closing on the part same terms as were in effect as of the Company as a condition immediately prior to the execution Closing. Seller has made available to Buyer true, complete and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and correct copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeall Material Permits.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess are, and since August 27, 2011 have been, in compliance with all authorizationsapplicable federal, approvalsstate, local and foreign laws, statutes, ordinances, rules, regulations, judgments, orders, licensesinjunctions, registrationsdecrees or agency requirements of Governmental Entities (collectively, other certificates “Laws” and permits of each, a “Law”), except as has not had and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company. There is no proceeding pending Since August 31, 2013, neither the Company nor any of its Subsidiaries has received any written notice or, to the Knowledge Company’s knowledge, other communication from any Governmental Entity regarding any actual or possible failure to comply with any material Law in a material respect. (b) The Company and its Subsidiaries hold all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Company Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Company Permits”) and have paid all fees and assessments due and payable in connection therewith, in each case 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. All Company Permits are valid and in full force and effect, threatened (are not subject to any administrative or judicial proceeding that could result in any basis therefor known to the Company) which may cause any such authorizationmodification, approvaltermination or revocation thereof, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with the terms and requirements of all lawssuch Company Permits and to the Company’s knowledge no suspension or cancellation of any such Company Permit is threatened, rules in each case except as has not had and regulations applicable thereto except where such noncompliance could would not reasonably be expected to result in have a Material Adverse EffectEffect on the Company. (bc) Neither the nature None of the Company nor or its Subsidiaries, or to the Company’s knowledge, any director, officer, employee or agent of the Company or any of its businesses Subsidiaries has, directly or propertiesindirectly, nor (i) used any relationship between funds of the Company and or any of its Subsidiaries for material unlawful contributions, material unlawful gifts, material unlawful entertainment or other Person, nor material unlawful expenses relating to political activity; (ii) made any circumstance in connection with the offer, issuance, sale material unlawful payment to foreign or delivery domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Notes at Company or any of its Subsidiaries; (iii) violated or is in violation of the ClosingForeign Corrupt Practices Act of 1977, nor as amended, or is in material violation of any similar Law; (iv) established or maintained any material unlawful fund of monies or other assets of the performance Company or any of its Subsidiaries; (v) made any material fraudulent entry on the books or records of the Company or any of its Subsidiaries; or (vi) made any material unlawful bribe, material unlawful kickback or other material unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or any of its Subsidiaries. (d) Since August 27, 2011, (i) none of the Company or any Subsidiary of the Company nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary of the Company, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or any material complaint, allegation, assertion or claim from employees of the Company or any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of its other obligations hereunder the Company, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or under similar violation by the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification withCompany, any governmental authority or other Person on the part Subsidiary of the Company as a condition or any of their respective officers, directors, employees or agents to the execution and delivery Company Board of this AgreementDirectors or any committee thereof, or to the Registration Rights Agreement, the Commitment Letter General Counsel or the offer, issuance, sale or delivery Chief Executive Officer of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeCompany.

Compliance with Law; Permits. (a) The Company Each Partnership Entity is, and to the Knowledge of the Partnership, since September 30, 2012 has been, in compliance in all material respects with all Laws or Orders applicable to such Partnership Entity and the use, ownership, and operation of the Assets and the Business. None of the Partnership Entities has received any material notice of or been charged with the material violation of any Laws related to such Partnership Entity or the use, ownership, or operation of the Assets or the Business. To the Knowledge of the Partnership, none of the Partnership Entities is under investigation with respect to the violation of any Laws related to such Partnership Entity, the Assets or the Business. Notwithstanding the foregoing, this Section 3.13 does not apply to any matters related to Taxes, as it is the Parties’ intent that Section 3.12 shall cover such matters. (b) Each Partnership Entity possesses all Permits necessary for the conduct in all material respects of its Subsidiaries own business in substantially the same manner as is currently being conducted. None of the Partnership Entities is in default or possess all authorizationsviolation of, approvalsand no event has occurred which, orderswith or without notice or lapse of time, licensesor both, registrationswould constitute a material default or violation of, other certificates and permits any term, condition, or provision of and from all governmental regulatory officials and bodiesany such material Permit. To the Knowledge of the Partnership, necessary there are no facts or circumstances that could reasonably be expected to conduct their respective businesses result in (x) any material termination, suspension, modification, or revocation of any such material Permit or could reasonably be expected to result in any Proceeding related to any such material Permit, or (y) the revocation of any application for any material Permit for which any Partnership Entity has applied but which has not currently been granted, except where in each case as would not, individually or in the failure aggregate, be material to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effectthe satisfaction of its contractual obligations. There is are no proceeding material Proceedings pending or, to the Knowledge of the CompanyPartnership, threatened (or any basis therefor known relating to the Company) which may cause suspension, revocation, or modification of any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result in a Material Adverse Effect. (b) Neither the nature Permits of the Company nor of any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madePartnership Entities.

Compliance with Law; Permits. (a) The Company Business is, and its Subsidiaries own or possess at all authorizationstimes since January 1, approvals2012 has been, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all lawsapplicable Laws. The Sellers, rules with respect to the Business, and regulations applicable thereto except where the SLP Subsidiary are not liable for the payment of any unpaid amounts for a failure to comply with any such noncompliance could Laws. The Sellers and the SLP Subsidiary have not received any written notice from any Governmental Authority or any other Person relating to the Business regarding (i) any actual, alleged or potential violation of or liability under, or failure to comply with, any Law, or (ii) any actual, alleged, possible or potential obligation of any Seller, with respect to the Business, or the SLP Subsidiary to undertake, or to bear all or any portion of, any remedial action of any nature. The Sellers, with respect to the Business, and the SLP Subsidiary have not made, and none of their respective directors, officers, agents or employees (or other Person acting on any of their behalf) has made any contribution, bribe, rebate, payoff, kickback, or other similar payment to any Person in violation of any Laws or that would reasonably be expected excepted to result in a Material Adverse Effectsubject the Business to any penalty or damages. (b) Neither the nature Schedule 3.7(b) of the Company nor Disclosure Schedules contains a complete and accurate list of any of its businesses or propertiesall permits, nor any relationship between the Company and any other Personlicenses, nor any circumstance in connection with the offerfranchises, issuanceapprovals, sale or delivery of the Notes at the Closingcertificates, nor the performance by the Company of its other obligations hereunder or under the Notesconsents, the Registration Rights Agreement or the Commitment Letterwaivers, as the case may beconcessions, is such as to require a consentexemptions, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filingsorders, registrations, qualifications notices or consents other authorizations of any Governmental Authority which shall are necessary for the Sellers or the SLP Subsidiary to own, lease and operate the Transferred Assets and the SLP Subsidiary Assets and to carry on the Business as currently conducted (the “Permits”), and no other Permits are required for the Sellers or the SLP Subsidiary to lawfully conduct the Business as presently conducted or to own, lease and operate the Transferred Assets and the SLP Subsidiary Assets. The Sellers are in possession of all such Permits (copies of which have been made or obtained on available to the Closing Date (Buyer) and copies each of which shall the Permits is valid and in full force, and all required filings, including renewals, with respect thereto have been delivered to made on a timely basis. The Sellers and the Purchaser). All required consents, approvals or authorizations SLP Subsidiary have not received any notice of, or notices to or filings, registrations or qualifications withand are not in, any governmental authority violation of or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madedefault under any Permit.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own are in material compliance with and are not in default under or possess in violation of any (i) Law or (ii) Order, in each case, applicable to the Company, such Subsidiaries or any of their respective properties or assets (including, without limitation, applicable federal or state criminal or civil health care Laws and the regulations promulgated pursuant to such Laws and Laws relating to unlawful practice of medicine or other professionally licensed activities) and have not received any written notice of any non-compliance, default or violation of such Laws or Orders, except in the case of each of (i) and (ii) above, where such non-compliance, default or violation of Laws and Orders would not have a Company Material Adverse Effect. (b) The Company and its Subsidiaries are in possession of all material authorizations, approvals, orders, licenses, registrationspermits, consents, certificates, approvals and orders of any Governmental Authority and have made all necessary filings, applications and registrations with any Governmental Authority (including any authorizations required under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”) and any regulations of the U.S. Food and Drug Administration (the “FDA”) promulgated thereunder), and to the extent applicable to the Company, counterpart laws and regulations in the European Union, Israel and all other certificates countries where compliance is required with such or similar Laws or regulations which in any such case are necessary for the Company and permits of and from all governmental regulatory officials and bodiesits Subsidiaries to carry on their businesses as they are now being conducted (the “Company Permits”), necessary except for failures to conduct their respective businesses except where the failure to own or possess all hold any such authorizations, approvals, orders, licenses, registrations, other certificates and permits Company Permits that would not have cause a Material Adverse Effect. There is no proceeding pending orAll Company Permits are in all material respects in full force and effect. The Company and its Subsidiaries are in compliance with the terms and conditions of the Company Permits, except for such violations that would not have individually or in the aggregate a Company Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received notice of any violation of the terms or conditions of the Company Permits, or alleging the failure to hold or obtain any Company Permits required to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted, except as would not result in individually or in the aggregate a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written notice that any material Company Permit will not be renewed, and there are, to the Knowledge of the Company, threatened (no actions, suits, inquiries, investigations or any basis therefor known proceedings pending to the Company) which may cause revoke or withdraw any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the material Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result in a Material Adverse EffectPermits. (b) Neither the nature of the Company nor of any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made.

Compliance with Law; Permits. (a) The Company and Parent, each of its Subsidiaries own or possess all authorizations, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending orand, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company Parent and its Subsidiaries are conducting their respective business Subsidiaries, the STP Nuclear Operating Company (“STPNOC”) are, and since January 1, 2010 have been, in compliance with all lawsand are not in default under or in violation of any applicable Law, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation would not reasonably be expected to result have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2010, neither Parent, any of its Subsidiaries nor to the Knowledge of Parent and its Subsidiaries, STPNOC, has received any written notice or, to the Parent’s Knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither Parent and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and Orders of any Governmental Entity, and all rights under any Parent Material Contract with any Governmental Entity, necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted, including those that are necessary for Parent and its Subsidiaries to have and maintain their ownership interests in the nature South Texas Project, Units 1 and 2 (the “STNP” ), in each case as presently owned, leased and operated (the “Parent Permits”), except where the failure to have any of the Company nor Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect, and no suspension or cancellation of any such Parent Permits is pending or, to Parent’s Knowledge, threatened, except where the failure to be in full force and effect or for such suspensions or cancellations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and each of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance Subsidiaries are in connection compliance in all respects with the offerterms and requirements of such Parent Permits (including their respective obligations, issuanceif any, sale to maintain decommissioning funding assurance with respect the portion of STNP owned by Parent and its Subsidiaries), except where the failure to be in compliance would not reasonably be expected to have, individually or delivery in the aggregate, a Parent Material Adverse Effect. (c) To the Knowledge of Parent and its Subsidiaries, STPNOC is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and Orders of any Governmental Entity, and all rights under any material Contract with any Governmental Entity, necessary for STPNOC to operate the STNP and to carry on its business as they are now being conducted (collectively, the “STNP Permits” ), except where the failure to have any of the Notes at STNP Permits would not reasonably be expected to have, individually or in the Closingaggregate, nor a Parent Material Adverse Effect. To the performance by Knowledge of Parent and its Subsidiaries, all STNP Permits are valid and in full force and effect, and no suspension or cancellation of any such STNP Permits is pending or, threatened, except where the Company of its other obligations hereunder failure to be in full force and effect or under for such suspensions or cancellations that would not reasonably be expected to have, individually or in the Notesaggregate, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeParent Material Adverse Effect.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own are, and since January 1, 2014 have been, in compliance with all applicable Laws, except where such non-compliance has not had and would not reasonably be expected to have, individually or possess in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2014, neither the Company nor any of its Subsidiaries has (i) received any written notice or, to the knowledge of the Company, oral notice from any Governmental Entity regarding any actual or possible failure by the Company, any Company Benefit Plan or any fiduciary of any Company Benefit Plan to comply with any Law or (ii) provided any notice to any Governmental Entity regarding any violation by the Company or any of its Subsidiaries of any Law. (b) The Company and its Subsidiaries hold, and have at all times since January 1, 2014, held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, ordersclearances, licensespermissions, registrationsqualifications and registrations and Orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of the Company and its Subsidiaries as is currently being conducted (the “Company Permits”) and have paid all fees and assessments due and payable in connection therewith, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own have or possess all such authorizations, approvals, orders, licenses, registrations, other certificates pay has not had and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All material Company Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of the Company, no suspension or cancellation of any such Company Permit is threatened. The Company and each of its Subsidiaries is in compliance in all material respects with the terms and requirements of all material Company Permits. The consummation of the Merger and compliance with the provisions of this Agreement will not result in any loss, suspension, limitation or impairment of any right of the Company or its Subsidiaries with respect to any Company Permit, except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (bc) Neither Since January 1, 2014, none of the nature Company, its Subsidiaries, any of their respective directors or officers, or to the knowledge of the Company, any employee, agent or other person acting on behalf of the Company nor of or any of its businesses Subsidiaries has, directly or propertiesindirectly, nor violated or is in violation of, or is aware of any relationship between action taken that would result in a violation of, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act of 2010 or its predecessor laws, or any analogous anti-corruption Law (collectively, the “Anti-Corruption Laws”), nor, except as was not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, (i) used any funds of the Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Company or any of its Subsidiaries; (iii) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or any of its Subsidiaries or to influence any act or decision of a foreign government official or other person; or (iv) engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods or services to or for the benefit of, provided any payments or material assistance to, or otherwise engage in or facilitated any transactions with a Prohibited Person. No proceeding by or before any Governmental Entity involving the Company, any Subsidiary of the Company or any Affiliate of the Company, or any of their directors, officers, employees, agents or other persons acting on their behalf, with respect to any Anti-Corruption Law is pending or, to the knowledge of the Company, threatened, nor have any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance disclosures been submitted by the Company or any of its other obligations hereunder or under the NotesSubsidiaries to any Governmental Entity with respect to violations of any Anti-Corruption Law by any such person. (d) Since January 1, 2014, the Registration Rights Agreement or the Commitment LetterCompany and each of its Subsidiaries has conducted its import and export transactions in accordance in all material respects with all applicable U.S. import, as the case may beexport and re-export Laws and controls and all other applicable import, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or export and re-export Laws and controls in other Person on the part of countries in which the Company as a condition to or any of its Subsidiaries conduct business, including the execution Export Administration Regulations and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (executive orders and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated laws implemented by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeOFAC.

Compliance with Law; Permits. (a) The Company Parent and its Subsidiaries own are, and since November 2, 2012 have been, in compliance with all applicable Laws except where such non-compliance has not had and would not reasonably be expected to have, individually or possess in the aggregate, a Parent Material Adverse Effect. Since November 2, 2012 to the date of this Agreement, neither Parent nor any of its Subsidiaries has (i) received any written notice or, to the knowledge of Parent, oral notice from any Governmental Entity regarding any actual or possible failure to comply with any Law in any material respect or (ii) provided any notice to any Governmental Entity regarding any material violation by Parent or any of its Subsidiaries of any Law. (b) Parent and its Subsidiaries hold, and have at all times since November 2, 2012 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, ordersclearances, licensespermissions, registrationsqualifications and registrations and orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of Parent and its Subsidiaries (the “Parent Permits”), and have filed all tariffs, reports, notices and other certificates documents with all Governmental Entities necessary for Parent and permits of its Subsidiaries to own, lease and from operate their properties and assets and to carry on their businesses as they are now being conducted and have paid all governmental regulatory officials fees and bodiesassessments due and payable in connection therewith, necessary to conduct their respective businesses except where the failure to own have a Parent Permit, to file such documents or possess all to pay such authorizations, approvals, orders, licenses, registrations, other certificates fees and permits assessments would not have reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There is no Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all Parent Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not that would reasonably be expected to result in any modification, termination or revocation thereof and to the knowledge of Parent, as of the date of this Agreement no suspension or cancellation of any such Parent Permit is threatened, and (ii) Parent and each of its Subsidiaries is in compliance with the terms and requirements of all Parent Permits. (c) Since November 2, 2012, none of Parent or its Subsidiaries, or to the knowledge of Parent, any director, officer, employee, agent or other person acting on behalf of Parent or any of its Subsidiaries has, directly or indirectly, violated or is in violation of, or is aware of any action taken that would result in a violation of, any Anti-Corruption Laws nor, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) used any funds of Parent or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Parent or any of its Subsidiaries; (iii) established or maintained any unlawful fund of monies or other assets of Parent or any of its Subsidiaries; (iv) made any fraudulent entry on the books or records of Parent or any of its Subsidiaries; (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for Parent or any of its Subsidiaries or to influence any act or decision of a foreign government official or other person; or (vi) engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods or services to or for the benefit of, provided any payments or material assistance to, or otherwise engage in or facilitated any transactions with a Prohibited Person. No proceeding by or before any Governmental Entity involving Parent, any Subsidiary of Parent or any Affiliate of Parent, or any of their directors, officers, employees, agents or other persons acting on their behalf, with respect to any Anti-Corruption Law is pending or, to the knowledge of Parent, threatened, nor have any disclosures been submitted to any Governmental Entity with respect to violations of any Anti-Corruption Law by any such person. (bd) Neither the nature Since November 2, 2012, Parent and each of the Company nor of its Subsidiaries has conducted its import and export transactions in accordance in all material respects with all applicable U.S. import, export and re-export Laws and controls and all other applicable import, export and re-export Laws and controls in other countries in which Parent or any of its businesses or propertiesSubsidiaries conduct business, nor any relationship between including the Company Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and any other Personexecutive orders and laws implemented by OFAC. (e) Since November 2, nor any circumstance 2012, Parent and its Subsidiaries have obtained all material consents, orders and declarations from, provided all material notices to, and made all material filings with, all Governmental Entities required for Export Approvals, and each of Parent and its Subsidiaries is and, since November 2, 2012, has been in connection compliance in all material respects with the offerterms of all Export Approvals. There are no pending or, issuanceto the knowledge of parent, sale threatened, claims against Parent or delivery of the Notes at the Closing, nor the performance by the Company any of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is Subsidiaries with respect to such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeExport Approvals.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own each Company Subsidiary are, and have been since January 1, 2021, in compliance with and not in default under or possess all authorizationsin violation of any Laws (including Environmental Laws, approvals, orders, licenses, registrations, other certificates employee benefits and permits labor Laws and Laws applicable to any of and from all governmental regulatory officials and bodies, necessary the Company Government Contracts) applicable to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (such Subsidiaries or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting of their respective business in compliance with all lawsproperties or assets, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation has not had and would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither The Company and the nature Company Subsidiaries are, and have been since January 1, 2021, in possession of all franchises, grants, authorizations, business licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, clearances and orders of any Governmental Entity or pursuant to any applicable Law necessary for the Company and the Company Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company nor Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Company Permits are in full force and effect, no default (with or without notice, lapse of time or both) has occurred under any such Company Permit and none of its businesses the Company or propertiesany Company Subsidiary has received any written notice from any Governmental Entity threatening to suspend, nor revoke, withdraw or modify any relationship between such Company Permit. (c) Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Company and any other Personthe Company Subsidiaries, taken as a whole, since January 1, 2021, neither the Company nor any circumstance Company Subsidiary, in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part business of the Company or any Company Subsidiary, or, to the Company’s Knowledge, any other third party (including the Company’s or the Company Subsidiaries’ respective Representatives) acting on behalf of the Company or any Company Subsidiary, has (i) taken any action in violation of any applicable Anti-Corruption Law, (ii) offered, authorized, provided or given any payment or thing of value to any Person for the purpose of influencing any act or decision of such Person to unlawfully obtain or retain business or other advantage or (iii) taken any other action that would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any Representative of another company or entity in the course of their business dealings with the Company or any Company Subsidiary in order to unlawfully induce such Person to act against the interest of his or her employer or principal. (d) Since January 1, 2019, neither the Company nor any Company Subsidiary has been subject to any actual, pending, or, to the Company’s Knowledge, threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary or mandatory disclosures to any Governmental Entity involving the Company or any Company Subsidiary in any way relating to applicable Anti-Corruption Laws, except, with respect to any such actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, enforcement actions or voluntary disclosures, as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a condition whole. The Company has established and maintains a compliance program and reasonable internal controls and procedures intended to comply with the requirements of applicable Anti-Corruption Laws. (e) Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the execution Company and delivery of this Agreementthe Company Subsidiaries, taken as a whole, since January 1, 2021, the Registration Rights AgreementCompany and the Company Subsidiaries have at all times conducted their businesses in all respects in accordance with Trade Controls. (f) Neither the Company nor any Company Subsidiary, nor, to the Company’s Knowledge, any director, officer, agent or employee of the Company or any Company Subsidiary: (i) is, or is owned or controlled by, a Person or entity subject to Sanctions (such entities, Persons or organizations collectively, the Commitment Letter “Restricted Parties”) or (ii) has, since January 1, 2021, conducted any business with or engaged in any transaction or arrangement with or involving, directly or indirectly, any Restricted Parties or Sanctioned Countries in violation of applicable Trade Controls, or has otherwise been in violation of any Trade Controls. Neither the offerCompany nor any Company Subsidiary is subject to any pending or, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser)Company’s Knowledge, threatened action by any Governmental Entity that would restrict its ability to engage in export transactions, bar it from exporting or otherwise limit in any material respect its exporting activities or sales to any Governmental Entity. All required consentsNeither the Company nor any Company Subsidiary has, approvals or authorizations ofsince January 1, or notices to or filings2021, registrations or qualifications with, received any governmental authority or other Person required written notice of material deficiencies in connection with any Trade Controls from any Governmental Entity related to Trade Controls. (g) The Company is in compliance in all material respects with the transactions contemplated by applicable listing and other rules and regulations of NASDAQ. (h) Section 4.9(h) of the Company Disclosure Letter sets forth a true and complete list as of the date of this AgreementAgreement of all material Company Permits (and, to the NotesCompany’s Knowledge, the Registration Rights Agreement all other Company Permits (whether or the Commitment Letter have been obtained or madenot material)).

Compliance with Law; Permits. (a) The Company Rockets and each of its Subsidiaries own or possess all authorizationsare, approvalsand since January 1, orders2016 have been, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all lawsand are not in default under or in violation of any applicable federal, rules and regulations applicable thereto state, local or foreign law, statute, ordinance, rule, regulation, Order, tariff or agency requirement of any Governmental Entity or any common law (collectively, “Laws”), except where such noncompliance could non-compliance, default or violation would not reasonably be expected to result have, individually or in the aggregate, a Rockets Material Adverse Effect. (b) Neither the nature of the Company Since January 1, 2016, neither Rockets nor of any of its businesses Subsidiaries has received any written notice or, to the Knowledge of Rockets, other communication from any Governmental Entity regarding any actual or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization possible violation of, or notice to, or filing, registration or qualification failure to comply with, any governmental authority Law, except as would not reasonably be expected to have, individually or other in the aggregate, a Rockets Material Adverse Effect. (c) Rockets and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications, allowances and registrations and Orders of any Governmental Entity, and all rights under any contract with any Governmental Entity, necessary for Rockets and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted, in each case as presently owned, leased and operated (collectively, the “Rockets Permits”), except where the failure to have any of the Rockets Permits would not reasonably be expected to have, individually or in the aggregate, a Rockets Material Adverse Effect. All Rockets Permits are valid and in full force and effect, and no suspension or cancellation of any such Rockets Permits is pending or, to the Knowledge of Rockets, threatened, except where the failure to be in full force and effect or for such suspensions or cancellations that would not reasonably be expected to have, individually or in the aggregate, a Rockets Material Adverse Effect. Rockets and each of its Subsidiaries are in compliance in all respects with the terms and requirements of such Rockets Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Rockets Material Adverse Effect. (d) Rockets is not an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.) (as amended, the “Trading with the Enemy Act”). Rockets is not and, since January 1, 2016, has not been in violation, in any material respect, of (i) the Trading with the Enemy Act, (ii) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, (iii) the Patriot Act or (iv) the Foreign Corrupt Practices Act (Pub. L. 95-213 (signed into law December 19, 1977)). (e) Rockets (i) is not a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) does not engage in any dealings or transactions prohibited by Section 2 of such executive order, or to its knowledge is otherwise associated with any such Person in any manner that violates in any material respect Section 2 of such executive order or (iii) is not a Person on the part list of the Company as a condition “Specially Designated Nationals and Blocked Persons” or subject to the execution and delivery limitations or prohibitions under any other U.S. Department of this Agreement, the Registration Rights Agreement, the Commitment Letter Treasury’s Office of Foreign Assets Control regulation or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeexecutive order.

Compliance with Law; Permits. Other than with respect to any Excluded Assets or Retained Liabilities (afor which neither the Buyer nor any of its Affiliates has any liability), the FH Business is being, and since December 31, 2014 has been, conducted in compliance in all material respects with applicable Law. Other than with respect to any Excluded Assets or Retained Liabilities (for which neither the Buyer nor any of its Affiliates has any liability), Seller or an Affiliate of Seller owns or holds all material Permits necessary for the conduct of the FH Business as presently conducted or as conducted at any time since December 31, 2014 (the “FH Business Permits”) The Company and its Subsidiaries own or possess all authorizationsare, approvalsand since December 31, orders2014 have been, licensesin compliance with the terms of the FH Business Permits, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own have or possess all to comply with such authorizationsa FH Business Permit would not, approvalsindividually or in the aggregate, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result be material to the FH Business, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the FH Business, taken as a Material Adverse Effect. (b) Neither whole, the nature of FH Business Permits are valid and subsisting. Except as would not, individually or in the Company aggregate, reasonably be expected to be material to the FH Business, taken as a whole, since December 31, 2014, neither Seller nor of any of its businesses Affiliates has received any notice alleging any actual or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery potential violation of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition Law relating to the execution and delivery FH Business or of any FH Business Permit or any notice of termination, modification, non-renewal or cancellation of any FH Business Permit. Notwithstanding anything contained in this AgreementSection 3.7, no representation or warranty shall be deemed to be made in this Section 3.7 in respect of any matter the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies subject matter of which shall have been delivered to the Purchaser). All required consentsis specifically covered by Section 3.10, approvals Section 3.11, Section 3.13, Section 3.14 or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeSection 3.15.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess all authorizationsSince March 28, approvals2014, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business Business has been conducted in compliance with all lawsand not in default under or in violation of any Laws (including Environmental Laws, rules employee benefits and regulations labor Laws and Government Contracts Laws) applicable thereto to the Business, the Purchased Assets or the Assumed Liabilities, except where such noncompliance could non-compliance, default or violation has not had and would not reasonably be expected to result have, individually or in the aggregate, a Business Material Adverse Effect. (b) Neither Seller and its Subsidiaries are and have been since March 28, 2014 in possession of all franchises, grants, authorizations, business licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, clearances and orders of any Governmental Entity or pursuant to any applicable Law necessary for Seller and its Subsidiaries to own, lease and operate their properties and assets (in connection with or relating to the nature Business) or to carry on the Business as it is now being conducted (the “Business Permits”), except where the failure to have any of the Company nor Business Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, all Business Permits are in full force and effect, no default (with or without notice, lapse of time or both) has occurred under any such Business Permit and none of Seller or any of its businesses Subsidiaries has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw or propertiesmodify any such Business Permit. (c) Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business, since March 28, 2014, neither Seller nor any relationship between the Company and of its Subsidiaries, or, to Seller’s Knowledge, any other Personthird party (including Seller’s or its Subsidiaries’ respective Representatives) acting on behalf of Seller or any of its Subsidiaries, nor any circumstance in each case, in connection with or relating to the Business, has (i) taken any action in violation of any applicable Anti-Corruption Law, (ii) offered, authorized, provided or given any payment or thing of value to any Person for the purpose of influencing any act or decision of such Person to unlawfully obtain or retain business or other advantage or (iii) taken any other action that would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, issuancepromise or payment, sale directly or delivery indirectly, to any Representative of another company or entity in the course of their business dealings with Seller or any of its Subsidiaries in order to unlawfully induce such Person to act against the interest of his or her employer or principal. (d) Since March 28, 2014, neither Seller nor any of its Subsidiaries nor, to Seller’s Knowledge, any of their Principals (as defined in Federal Acquisition Regulation 52.209-5) has been subject to any actual, pending, or, to Seller’s Knowledge, threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, nor has Seller or any of its Subsidiaries made any voluntary or mandatory disclosures to any Governmental Entity involving Seller or any of its Subsidiaries in any way relating to Anti-Corruption Laws or Business Government Contracts or any Government Contracts Laws, in each case, as applicable to the Business, the Purchased Assets or the Assumed Liabilities, except, with respect to any such actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, enforcement actions or voluntary disclosures arising after the date hereof, as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business. Seller has established and maintains compliance programs and reasonable internal controls and procedures designed to satisfy the requirements of Anti-Corruption Laws and the terms of the Notes at Business Government Contracts and Government Contracts Laws, in each case, as applicable to the Closing, nor the performance by the Company of its other obligations hereunder or under the NotesBusiness, the Registration Rights Agreement Purchased Assets or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeAssumed Liabilities.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own are, and since December 31, 2018 have been, in material compliance with and not in default under or possess in violation of all applicable Laws, including any federal, state, provincial, local and foreign law, statute, ordinance, rule, resolutions, determinations, injunctions, common law rulings, awards (including awards of any arbitrator) regulation, judgment, Order, injunction or decree of any Governmental Entity, in the U.S. and foreign jurisdictions (collectively, “Laws” and each, a “Law”) applicable to the Company and its Subsidiaries. (b) The Company and its Subsidiaries are in possession of all material franchises, grants, concessions, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, ordersclearances, licensestariffs, registrationsqualifications, other certificates registrations and permits Orders of any Governmental Entities (“Permits”) necessary for the Company and from all governmental regulatory officials the Company’s Subsidiaries to own, lease and bodiesoperate their properties and assets or to carry on their businesses as they are now being conducted (such Permits, necessary the “Company Permits”). All Company Permits are in full force and effect and are not subject to conduct their respective businesses any suspension, cancellation, non-renewal, adverse modifications, administrative or judicial proceeding that would reasonably be expected to result in modification, termination or revocation thereof, and the Company and each of its Subsidiaries is in compliance with the terms and requirements of such Company Permit, except where the failure to own be in full force and effect or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits in compliance would not have a reasonably be expected to be material to the Company or any of its Material Adverse EffectSubsidiaries. (c) Since December 31, 2018, neither the Company nor any of its Subsidiaries has received any written notice that the Company or its Subsidiaries is in material violation of any Law applicable to the Company or any of its Subsidiaries or any Permit. There is are no proceeding pending Actions pending, threatened in writing or, to the Knowledge of the Company, otherwise threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not that would reasonably be expected to result in a the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such Permit material to the Company or any of its Material Adverse EffectSubsidiaries. (bd) Neither the nature of the Company nor of The Company, including any of its businesses Subsidiaries or propertiesAffiliates, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letteris not a TID U.S. Business, as the case may be, such term is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required defined in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made31 C.F.R. § 800.248.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own are in compliance with and are not in default under or possess all authorizationsin violation of any (i) Law or (ii) Order, approvalsin each case, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary applicable to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (such Subsidiaries or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting of their respective business properties or assets and have not received any written notice of any non-compliance, default or violation of such Laws or Orders, except in compliance with all lawsthe case of each of (i) and (ii) above, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result in non-compliance, default or violation of Laws or Orders would have a Company Material Adverse Effect. (b) Neither The Company and its Subsidiaries are in possession of all authorizations, licenses, permits, consents, certificates, approvals and orders of any Governmental Authority and have made all filings, applications and registrations with any Governmental Authority (including any authorizations required under the nature Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”) and any regulations of the U.S. Food and Drug Administration (the “FDA”) promulgated thereunder) necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits would not have a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect would not have a Company Material Adverse Effect. The Company and its Subsidiaries are, and at all times since the IPO Date have been, (i) in compliance with the terms and conditions of the Company Permits, and (ii) neither the Company nor of any of its businesses or properties, nor Subsidiaries has received written notice of any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery violation of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder terms or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part conditions of the Company Permits, or alleging the failure to hold or obtain any Company Permits required to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted, except in the case of each of (i) and (ii) above any non-compliance, violations or failures that would not have a condition to Company Material Adverse Effect. Neither the execution and delivery Company nor any of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery its Subsidiaries has received written notice that any of the Notes at the ClosingCompany Permits will not be renewed, other than the filingsand there are no actions, registrationssuits, qualifications inquiries, investigations or consents which shall proceedings pending to revoke or withdraw any such Company Permits, except for such non-renewals, revocations or withdrawals that would not have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madea Company Material Adverse Effect.

Compliance with Law; Permits. (a) Except (i) as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (ii) as set forth in Section 3.8(a) of the Company Disclosure Letter, the Company and its Subsidiaries are, and since January 1, 2006 have been in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of or undertaking to or agreement with any Governmental Entity, including common law, (collectively, “Laws” and each, a “Law”). (b) The Company and its Subsidiaries own or possess are in possession of all material franchises, tariffs, grants, authorizations, approvals, orders, licenses, registrationspermits, other certificates easements, variances, exceptions, consents, certificates, approvals and permits orders of any Governmental Entity necessary for the Company and from all governmental regulatory officials its Subsidiaries to own, lease and bodiesoperate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”). All Company Permits are in full force and effect, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates be in full force and permits effect would not have be material to the Company and its Subsidiaries as a Material Adverse Effectwhole. There No suspension or cancellation of any of the Company Permits is no proceeding pending or, to the Knowledge of the Company, threatened (threatened, except where such suspension or any basis therefor known cancellation would not be material to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries as a whole. The Company and its Subsidiaries are conducting their respective business not, and since January 1, 2007 have not been in compliance with all lawsany material respect, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to in violation or breach of, or default under, any Company Permit. No event or condition has occurred or exists which would result in a Material Adverse Effect. (b) Neither the nature violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company nor of or any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification withSubsidiaries under, any governmental authority Company Permit (in each case, with or other Person on the part without notice or lapse of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter time or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaserboth). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made.

Compliance with Law; Permits. (a) The Company and each of its Subsidiaries own is, and since the later of June 30, 2007 and its respective date of formation or possess all authorizationsorganization has been, approvalsin compliance with and is not in default under or in violation of any applicable federal, ordersstate, licenseslocal or foreign or provincial law, registrationsstatute, other certificates ordinance, rule, regulation, Order or agency requirement of or undertaking to or agreement with any Governmental Entity, including common law, (collectively, “Laws” and permits of and from all governmental regulatory officials and bodieseach, necessary to conduct their respective businesses a “Law”), except where the failure to own such non-compliance, default or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits violation would not have have, or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There Since June 30, 2007, neither the Company nor any of its Subsidiaries has received any written notification from any Governmental Entity (A) asserting that the Company or any of its Subsidiaries is not in compliance with, or at any time since such date has failed to comply with, Laws (except for any such lack of compliance which, individually or in the aggregate, would not have, or reasonably be expected to have, a Company Material Adverse Effect) or (B) threatening to revoke any Company Permit (except for any such revocation which, individually or in the aggregate, would not have, or reasonably be expected to have, a Company Material Adverse Effect) nor, to the actual knowledge of any of the Persons listed on Section 4.7(a) of the Company Disclosure Letter, after due inquiry (“knowledge of the Company”), does any basis exist therefor. As of the date hereof, no proceeding investigation or review by any Governmental Entity is pending or, to the Knowledge knowledge of the Company, has been threatened (in writing against the Company or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and of its Subsidiaries are conducting their respective business which, individually or in compliance with all lawsthe aggregate, rules and regulations applicable thereto except where such noncompliance could not would have, or reasonably be expected to result in have, a Company Material Adverse Effect. (b) Neither The Company and its Subsidiaries hold and are in possession of all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity and third Persons necessary for the nature Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses in the manner as they are now being conducted (the “Company Permits”), and all Company Permits are in full force and effect, except where the failure to so hold or be in full force and effect would not have, or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are not, and since June 30, 2007 have not been, in violation or breach of, or default under, any Company Permit, except where such violation, breach or default would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. (c) The Company is, and, since June 30, 2007 has been, in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act applicable to it. (d) From and after June 30, 2007, to the knowledge of the Company, neither the Company, any of its Subsidiaries nor any director, officer, employee or agent of the Company nor of or any of its businesses Subsidiaries acting on behalf of the Company or propertiesany of its Subsidiaries has (i) directly or indirectly, nor used any relationship between funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to political activity, (ii) directly or indirectly, used, given, offered, promised, or authorized to give, any money or thing of value (except for payments permitted by 15 U.S.C. Section 78dd-2(b) or (c)) to any foreign or domestic government official or to any foreign or domestic political party or campaign (collectively, “Government Official”), for the purpose, with respect to subclauses (i) and (ii), of influencing an act or decision of the Government Official, or inducing the Government Official to use his or her influence or position to affect any government act or decision to obtain or retain business of the Company or any of its Subsidiaries or (iii) directly or indirectly, made any unlawful payment. (e) From and after June 30, 2007, to the knowledge of the Company, (i) all books and records of the Company and any other Personits Subsidiaries accurately and fairly reflect, nor any circumstance in connection with reasonable detail, all transactions and dispositions of funds or assets, and (ii) there have been no false or fictitious entries made in the offer, issuance, sale books or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part records of the Company as or any of its Subsidiaries relating to any illegal payment or secret or unrecorded fund, and neither the Company nor any of its Subsidiaries has established or maintained a condition secret or unrecorded fund. (f) To the knowledge of the Company, from and after June 30, 2007, the Company and each of its Subsidiaries have conducted their export and import transactions in accordance in all material respects with applicable provisions of United States Laws, and other Laws of the countries where they conduct business. Without limiting the foregoing: (i) to the execution and delivery knowledge of this Agreementthe Company, the Registration Rights AgreementCompany and each of its Subsidiaries have obtained all licenses and other approvals required for their exports of products, software and technologies from, and their imports of products, software and technologies into, the Commitment Letter or United States and other countries where they conduct business; (ii) to the offer, issuance, sale or delivery knowledge of the Notes at Company, the ClosingCompany and each of its Subsidiaries are in compliance in all material respects with the terms of such applicable licenses or other approvals; and (iii) there are no pending or, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consentsknowledge of the Company, approvals threatened Actions against the Company or authorizations of, any of its Subsidiaries with respect to such export and import transactions or notices to or filings, registrations or qualifications with, any governmental authority such licenses or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeapprovals.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own are in compliance with, and are not in default under or possess all authorizationsin violation of, approvalsany applicable federal, ordersstate, licenseslocal or foreign law, registrationsstatute, other certificates ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of any Governmental Entity (collectively, “Laws” and permits of and from all governmental regulatory officials and bodieseach, necessary to conduct their respective businesses a “Law”), except where the failure to own such non-compliance, default or possess all such authorizations, approvals, orders, licenses, registrations, other certificates violation have not had and permits would not have have, individually or in the aggregate, a Company Material Adverse Effect. There is no proceeding pending Since January 1, 2012, neither the Company nor any of its Subsidiaries has received any written notice or, to the Knowledge Company’s knowledge, other communication from any Governmental Entity regarding any material violation of, or material failure to comply with, any Law. (b) The Company and its Subsidiaries are in possession of the Companyall material franchises, threatened (or grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any basis therefor known to the Company) which may cause any such authorizationCompany Material Contract with all Governmental Entities, approvaland have filed all material tariffs, orderreports, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; notices and other documents with all Governmental Entities necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are conducting their respective business in compliance with all lawsnow being conducted (the “Company Permits”). Except as has not had, rules and regulations applicable thereto except where such noncompliance could would not reasonably be expected to have, a Company Material Adverse Effect, all Company Permits are in all respects valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof. The Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits except where such noncompliance has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the nature of the Company nor of any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made.

Compliance with Law; Permits. (a) The Company Seller or its Affiliates are and, in the five years preceding the date of this Agreement, have been in compliance in all material respects with all Laws (including COVID-19 Measures) applicable to the conduct of the Specified Business and the ownership or use of the Purchased Assets. Neither Seller nor, to Seller’s Knowledge, any of its executive officers has received during the five years preceding the date of this Agreement any (i) notice, order or Action from any Governmental Entity or (ii) notice of any Legal Proceeding from any Person, alleging that either Seller or any of its Affiliates is not in compliance in all material respects with any such Laws, nor have Seller or any of its Affiliates received in the five years preceding the date of this Agreement any notice of any Legal Proceeding alleging any failure to comply with any such Laws by Seller or any of its Affiliates. To Seller’s Knowledge, none of Seller or its Affiliates is currently under investigation, audit or review by any Governmental Entity with respect to any alleged material violation of any such applicable Law. With respect to the conduct of the Specified Business and the ownership or use of the Purchased Assets, Seller and its Subsidiaries own or possess all authorizations, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending orsubsidiaries and, to Seller’s Knowledge, their managers, directors and officers have not been excluded from, debarred, suspended, restricted or otherwise rendered ineligible for participation in any government healthcare program and have not committed any violation of Law that is reasonably expected to serve as the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause for any such authorizationexclusion, approvalsuspension, order, license, registration, certificate debarment or permit to be revoked, withdrawn, canceled, suspended or other ineligibility and are not renewed; currently listed on the General Services Administration published list of parties excluded from federal procurement programs and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result in a Material Adverse Effectnon-procurement programs. (b) Neither the nature As of the Company nor of any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery date of this Agreement, there is no pending or, to Seller’s Knowledge, threatened investigation by, any Governmental Entity alleging that either Seller or any of its Affiliates is not in compliance in all material respects with any Laws applicable to the Registration Rights conduct of the Specified Business and the ownership or use of the Purchased Assets. (c) Each of Seller or its Affiliates, as applicable, is in possession of all Permits necessary for Seller to own, lease and operate the Purchased Assets and to conduct the Specified Business in all material respects as currently conducted. Each of Seller or its Affiliates, as applicable, is and has been, for the past five years, in compliance in all material respects with all material Permits. As of the date of this Agreement, the Commitment Letter no suspension, cancellation, modification, revocation or the offernonrenewal of any material Permit is pending or, issuanceto Seller’s Knowledge, sale threatened. No consent or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All approval is required consents, approvals or authorizations of, or notices in connection with any Permit prior to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeAncillary Agreements.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess are, and since December 31, 2012 have been, in compliance with all authorizationsapplicable federal, approvalsstate, local and foreign laws, statutes, ordinances, rules, regulations, judgments, orders, licensesinjunctions, registrationsdecrees or agency requirements of Governmental Entities including Company Regulatory Agencies (collectively, other certificates “Laws” and permits of and from all governmental regulatory officials and bodieseach, necessary to conduct their respective businesses a “Law”), except where such non-compliance would not, individually or in the failure aggregate, reasonably be expected to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Company Material Adverse Effect. There is no proceeding pending Since December 31, 2012, neither the Company nor any of its Subsidiaries has received any written notice or, to the Knowledge knowledge of the Company, threatened other communication from any Governmental Entity, including, without limitation, any Company Regulatory Agency, regarding any actual or possible failure to comply with any material Law in any material respect. (or any basis therefor known to b) The Company and its Subsidiaries (A) hold, and have at all times since December 31, 2012 held, all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, including Company Regulatory Agencies, necessary for the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and lawful operation of the businesses of the Company and its Subsidiaries are conducting their respective business in compliance (the “Company Permits”), and (B) have filed all tariffs, reports, notices and other documents with all lawsapplicable Governmental Entities, rules including Company Regulatory Agencies, and regulations applicable thereto except where have paid all fees and assessments due and payable, in each case in connection with such noncompliance could Company Permits, except, in the case of each of clause (A) and (B), as would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) all Company Permits are valid and in full force and effect, and are not subject to any administrative or judicial proceeding that could result in any modification, termination or revocation thereof and, to the knowledge of the Company, no suspension or cancellation of any such Company Permit is threatened by a Governmental Entity in writing and (ii) the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits. (bc) Neither the nature None of the Company nor its Subsidiaries, or to the knowledge of the Company, any director, officer, employee, agent or other person acting on behalf of the Company or any of its businesses Subsidiaries has violated or propertiesis in violation of the Foreign Corrupt Practices Act of 1977, nor as amended, or any relationship between similar Law, nor, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) used any funds of the Company and or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other Person, nor unlawful expenses relating to political activity; (ii) made any circumstance in connection with the offer, issuance, sale unlawful payment to foreign or delivery domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Notes at the Closing, nor the performance by Company or any of its Subsidiaries; (iii) established or maintained any unlawful fund of monies or other assets of the Company or any of its Subsidiaries; (iv) made any fraudulent entry on the books or records of the Company or any of its Subsidiaries; (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other obligations hereunder unlawful payment to any person, private or under public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Notes, the Registration Rights Agreement Company or the Commitment Letter, as the case may be, is such as to require a consent, approval any of its Subsidiaries; or authorization (vi) engaged in any transaction or dealing in property or interests in property of, received from or notice made any contribution of funds, goods or services to or for the benefit of, provided any payments or material assistance to, or filing, registration otherwise engaged in or qualification with, facilitated any governmental authority or other Person on the part of the Company as transactions with a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeProhibited Person.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess all authorizations, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of To the Company’s Knowledge, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business are, and since January 1, 2011 have been, in compliance with all lawsand are not in default under or in violation of any applicable federal, rules state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of or undertaking to or agreement with any Governmental Entity (collectively, “Laws” and regulations applicable thereto each, a “Law”), except where such noncompliance could non-compliance, default or violation would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither To the nature Company’s Knowledge, the Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company nor Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, all Company Permits are in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No suspension or cancellation of any of its businesses the Company Permits is pending or, to the Company’s Knowledge, threatened, except where such suspension or propertiescancellation would not, nor any relationship between individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the Company’s Knowledge, the Company and any other Person, nor any circumstance its Subsidiaries are not in connection with the offer, issuance, sale violation or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization breach of, or notice to, or filing, registration or qualification withdefault under, any governmental authority Company Permit, except where such violation, breach or other Person on default would not, individually or in the part aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the Company as a condition to the execution and delivery date of this Agreement, to the Registration Rights AgreementCompany’s Knowledge, the Commitment Letter no event or the offercondition has occurred or exists that would result in a violation of, issuancebreach, sale default or delivery loss of a benefit under, or acceleration of an obligation of the Notes at the Closing, other than the filings, registrations, qualifications Company or consents which shall have been made or obtained on the Closing Date (and copies any of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications withits Subsidiaries under, any governmental authority Company Permit (in each case, with or other Person required without notice or lapse of time or both), except for violations, breaches, defaults, losses or accelerations that would not, individually or in connection with the transactions contemplated by this Agreementaggregate, the Notes, the Registration Rights Agreement or the Commitment Letter reasonably be expected to have been obtained or madea Company Material Adverse Effect.

Compliance with Law; Permits. (a) The Company and each of its Subsidiaries own are in compliance with and are not in default under or possess in violation of any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of any Governmental Entity (collectively, “Laws” and each, a “Law”) applicable to the Company, its Subsidiaries and their respective businesses and activities, except where such non-compliance, default or violation would not have, individually or in the aggregate, a Company Material Adverse Effect. Notwithstanding anything contained in this Section 3.6(a), no representation or warranty shall be deemed to be made in this Section 3.6(a) in respect of the matters referenced in Section 3.4(a), or in respect of environmental matters, which are governed by Section 3.7 hereof, Tax matters, which are governed by Section 3.12 hereof, employee benefits matters, which are governed by Section 3.8 hereof, or labor Law matters, which are governed by Section 3.13 hereof. (b) The Company and its Subsidiaries are in possession of all grants, authorizations, approvals, orders, licenses, registrationspermits, other certificates easements, variances, exceptions, consents, certificates, approvals and permits orders of any Governmental Entity necessary for the Company and from all governmental regulatory officials each of its Subsidiaries to own, lease and bodies, necessary operate their respective properties and assets or to conduct carry on their respective businesses as they are now being conducted (the “Company Permits”), except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits have any of the Company Permits would not have have, individually or in the aggregate, a Company Material Adverse Effect. There All Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permits is no proceeding pending or, to the Knowledge knowledge of the Company, threatened (or any basis therefor known to threatened, except where the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit failure to be revokedin full force and effect or where the suspension or cancellation would not have, withdrawnindividually or in the aggregate, canceled, suspended or not renewed; and the a Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result in a Material Adverse Effect. (b) . Neither the nature of the Company nor of any Subsidiary holds or is required to hold any security clearance issued by a Governmental Entity or is required to be a party to any special security arrangement with a Governmental Entity to conduct any material portion of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madebusiness.

Compliance with Law; Permits. (a) The Company and each of its Significant Subsidiaries is, and since the later of January 1, 2007 and its respective date of formation or organization has been, in compliance in all material respects with and is not in default under or in violation of and has no material liability under any applicable federal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of or undertaking to or agreement with any Governmental Entity, including common law (collectively, “Laws” and each, a “Law”). Neither the Company nor any of its Subsidiaries own has received any notices, complaints or possess written communication since January 1, 2007 from any Governmental Entity or any other person that alleges that the Company or any of its Subsidiaries is not in compliance in any respect with any applicable Law in any material respect, nor been subject to any investigation or inspection in connection therewith. (b) The Company and its Significant Subsidiaries are in possession of all material franchises, tariffs, grants, authorizations, approvals, orders, licenses, registrationspermits, other certificates easements, variances, exceptions, consents, certificates, approvals and permits orders of any Governmental Entity necessary for the Company and from its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”). All Company Permits are in full force and effect, the Company and its Subsidiaries are in compliance in all governmental regulatory officials material respects with the terms of each Company Permit, and bodiesno Company Permit shall cease to be effective as a result of the transactions contemplated by this Agreement, necessary in each case, except as would not, individually or in the aggregate, be material to conduct their respective businesses the Company and its Subsidiaries taken as a whole. (c) The Company and its Significant Subsidiaries have no liability with respect to hazardous materials or any environmental, health or safety matter, except where as would not, individually or in the failure aggregate, have or be reasonably expected to own have a Company Material Adverse Effect. (d) Except for matters that, individually or possess all such authorizationsin the aggregate, approvals, orders, licenses, registrations, other certificates and permits would not have a Company Material Adverse Effect. There is no proceeding pending or, neither the Company, any Subsidiary of the Company, nor, to the Knowledge of the Company, threatened (any director, officer, agent, employee or other Person acting on behalf of the Company or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and of its Subsidiaries are conducting their respective business has, in compliance with all lawsthe course of 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 from corporate funds; (iii) violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (including the rules and regulations applicable thereto except where such noncompliance could not reasonably be expected promulgated thereunder, the “FCPA”); or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to result in a Material Adverse Effect. any foreign or domestic government official or employee. During the last three (b3) Neither the nature of years, neither the Company nor of any of its businesses or properties, nor Subsidiaries has received any relationship between communication that alleges that the Company and or any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder Subsidiaries, or under the Notesany Representative thereof is, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization in violation of, or notice tohas, or filing, registration or qualification withmay have, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreementmaterial liability under, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents FCPA which shall have has not been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or maderesolved.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess are, and since January 1, 2017 have been, in compliance in all authorizations, approvals, orders, licenses, registrations, other certificates material respects with Applicable Law and permits of and from all governmental regulatory officials and bodies, necessary Orders to conduct their respective businesses except where which the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (Company or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and of its Subsidiaries are conducting their respective business in compliance with all lawssubject, rules and regulations applicable thereto except where such noncompliance could non-compliance has not had and would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2017, neither the Company nor any of its Subsidiaries has received any written notice or, to the Company’s Knowledge, other communication from any Governmental Entity regarding any failure to comply with any Applicable Law or Order, except where such failure to comply has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither The Company and its Subsidiaries hold, and have at all times since January 1, 2017 held, all material Permits, and all rights under any Company Material Contract (as defined in Section 4.19) with any Governmental Entities, and have filed all material Permits, necessary for the nature Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted and have paid all fees and assessments due and payable in connection therewith, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All material Permits of the Company nor are valid and in full force and effect, are not subject to any Proceeding that could result in any material modification, termination or revocation thereof, the Company and its Subsidiaries are in compliance with the terms and requirements of all such material Permits of the Company and, to the Company’s Knowledge, no suspension or cancellation of any such material Permit is threatened, except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) None of the Company or any its Subsidiaries or, to the Company’s Knowledge, any current or former Company Employee, Representative or other Person acting on behalf of the Company or any of its businesses Subsidiaries has, directly or propertiesindirectly, nor (i) used any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part funds of the Company as or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (ii) made any unlawful payment to a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery governmental official from funds of the Notes at Company or any of its Subsidiaries; (iii) violated or is in violation of any Anticorruption Laws or any similar Applicable Law; (iv) established or maintained any unlawful fund of monies or other assets of the Closing, other than the filings, registrations, qualifications Company or consents which shall have been any of its Subsidiaries; (v) made or obtained any fraudulent entry on the Closing Date books or records of the Company or any of its Subsidiaries; (and copies of which shall have been delivered to the Purchaser). All required consentsvi) made any unlawful bribe, approvals or authorizations ofunlawful rebate, or notices to or filingsunlawful payoff, registrations or qualifications withunlawful influence payment, any governmental authority unlawful kickback or other Person required unlawful payment to any Person, private or public, regardless of form, whether in connection with money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the transactions contemplated by this AgreementCompany or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Notes, the Registration Rights Agreement Company or the Commitment Letter have been obtained any of its Subsidiaries; or made(vii) is currently a Sanctioned Person.

Compliance with Law; Permits. (a) The Company and each of its Subsidiaries own is, and since the later of December 31, 2004 and its respective date of formation or possess organization has been, in compliance with and is not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of or undertaking to or agreement with any Governmental Entity, including common law, (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company and its Subsidiaries are in possession of all franchises, tariffs, grants, authorizations, approvals, orders, licenses, registrationspermits, other certificates easements, variances, exceptions, consents, certificates, approvals and permits orders of any Governmental Entity necessary for the Company and from all governmental regulatory officials its Subsidiaries to own, lease and bodiesoperate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits have any of the Company Permits would not have have, individually or in the aggregate, a Company Material Adverse Effect. There All Company Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is no proceeding pending or, to the Knowledge of the Company, threatened (threatened, except where such suspension or any basis therefor known to cancellation would not, individually or in the Company) which may cause any such authorizationaggregate, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the have a Company Material Adverse Effect. The Company and its Subsidiaries are conducting their respective business not, and since December 31, 2004 have not been, in compliance with all lawsviolation or breach of, rules and regulations applicable thereto or default under, any Company Permit, except where such noncompliance could not reasonably be expected violation, breach or default would not, individually or in the aggregate, have a Company Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Company, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company or any of its Subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses or accelerations that would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Neither the nature of the Company nor of any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made.

Compliance with Law; Permits. (a) The Company Rovi and each of its Subsidiaries (i) are in compliance with and are not in default under or in violation (A) of any applicable Law or (B) any Contract to which Rovi or any of its Subsidiaries is a party or by which Rovi or any of its Subsidiaries or any of their respective properties is bound or affected, except in each case under clauses (A) and (B), for any such non-compliance, default or violation that would not have a Rovi Material Adverse Effect, and (ii) have not received written notice of any violation of any Law. No representation or warranty shall be deemed to be made in this Section 4.7(a) in respect of the matters referenced in Section 4.4. (b) Rovi and its Subsidiaries own or possess have in effect privacy compliance and data security programs and policies to enhance awareness of and compliance by Rovi and its Subsidiaries with relevant United States and applicable foreign Laws concerning privacy and data security, except as would not have a Rovi Material Adverse Effect. (c) Rovi and its Subsidiaries are in possession of all franchises, grants, authorizations, approvals, orders, licenses, registrationspermits, other certificates easements, variances, exceptions, consents, certificates, approvals and permits orders of any Governmental Entity necessary for Rovi and from all governmental regulatory officials its Subsidiaries to own, lease and bodiesoperate their properties and assets or to carry on their businesses as they are now being conducted (the “Rovi Permits”) and each of the Rovi Permits is valid, necessary to conduct their respective businesses subsisting and in full force and effect, except where the failure to own have or possess all maintain any such authorizations, approvals, orders, licenses, registrations, other certificates and permits Rovi Permit would not have a Rovi Material Adverse Effect or materially impair the ability of Rovi to perform its obligation hereunder or prevent or materially delay the consummation of the Transactions. The operation of the business of Rovi and its Subsidiaries as currently conducted is not, and has not been since January 1, 2013, in violation of, nor is Rovi or its Subsidiaries in default or violation under, any Rovi Permit, and, to the Knowledge of Rovi, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any material terms, condition or provision of any Rovi Permit, except where such default or violation of such Rovi Permit would not have a Rovi Material Adverse Effect. There is are no proceeding actions pending or, to the Knowledge of Rovi, threatened, that seek the Companyrevocation, threatened (cancellation or adverse modification of any basis therefor known to the Company) which may cause any such authorizationRovi Permit, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could revocation, cancellation or adverse modification would not reasonably be expected to result in have a Rovi Material Adverse Effect. (b) Neither Effect or materially impair the nature ability of Rovi to perform its obligation hereunder or prevent or materially delay the Company nor consummation of any of the Transactions. Since January 1, 2013, neither Rovi nor its businesses Subsidiaries have received or propertiesbeen subject to any written notice, charge, claim or assertion, or, to the Knowledge of Rovi, any other notice, charge, claim or assertion, in each case alleging any violations of the Rovi Permits, nor to the Knowledge of Rovi, has any relationship between such notice, charge, claim or assertion been threatened, except where the Company and receipt of such notice, charge, claim or assertion would not have a Rovi Material Adverse Effect or materially impair the ability of Rovi to perform its obligation hereunder or prevent or materially delay the consummation of any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeTransactions.

Compliance with Law; Permits. (a) The Since January 1, 2021, the Business has been conducted in compliance with, and the Endo Companies have complied, in all material respects, with all applicable Laws relating to the operation of the Business, the Specified Equity Interests and the Transferred Assets. Since January 1, 2021, no Endo Company and its Subsidiaries own (i) has received any written communication (or, to the Knowledge of Sellers, any other communication) from any Governmental Authority or possess all authorizations, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the private party alleging noncompliance in any material respect with any applicable Law or (ii) has incurred any material Liability for failure to own comply with any applicable Law. To the Knowledge of Sellers, there is no investigation, proceeding or possess all disciplinary action currently pending or threatened against any Endo Company by a Governmental Authority, except, in each case, for any such authorizationsinvestigation, approvalsproceeding or disciplinary action that, ordersif adversely determined, licenseswould not, registrationsindividually or in the aggregate, other certificates and permits would not reasonably be expected to have a Material Adverse Effect. There Since January 1, 2021, other than as set forth on Section 3.7(a) of the Disclosure Letter, each Endo Company has filed all material reports, notifications and other filings required to be filed with any Governmental Authority pursuant to applicable Law, and has paid all fees and assessments due and payable in connection therewith. (b) The Sellers and the Specified Subsidiaries (as applicable) are in possession of, and, to the extent applicable, have timely filed applications to renew, all Regulatory Approvals and all permits, licenses, franchises, approvals, certificates, consents, clearances, variances, tariffs, rate schedules, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority (the “Permits”) necessary for them to own, lease and operate the Transferred Assets and to carry on the Business as currently conducted, except for Permits that the failure to be in possessions of would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All material Permits held by the Sellers and Specified Subsidiaries are valid and in full force and effect and no Seller or any Specified Subsidiary is no proceeding pending orin default under, or in violation of, any such Permit, except for such defaults or violations that would not reasonably be expected, individually or in the aggregate, to materially restrict or interfere with Buyers’ ability to operate the Business as currently operated and, to the Knowledge of Sellers, no suspension or cancellation of any such Permit is pending. (c) Except as set forth on Section 3.7(c) of the CompanyDisclosure Letter, threatened the sale, assignment, transfer, conveyance and delivery of the Permits (other than the Permits obtained by the Specified Subsidiaries, which will be retained by the Specified Subsidiaries, respectively) by each Seller of this Agreement to the Buyers does not and will not conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give rise to a right of termination, modification, notice or cancellation or require any basis therefor known consent of any Person pursuant to (A) any Law applicable to such Seller, the CompanyBusiness or any of the Specified Equity Interests or Transferred Assets or (B) which may cause any Order of any Governmental Authority except for any such authorizationconflicts, approvalbreaches, orderdefaults or other occurrences that would not, licenseindividually or in the aggregate, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result in have a Material Adverse Effect. (b) Neither the nature of the Company nor of any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person material adverse effect on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeBusiness.

Compliance with Law; Permits. (a) The Company Except with respect to Gaming Laws, each of the Companies and its their Subsidiaries own are in compliance with, and are not in default under or possess all authorizationsin violation of, approvalsany applicable Law, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own such non-compliance, default or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits violation have not had or would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no proceeding pending Each of the Companies and each of their Subsidiaries are in compliance with all Gaming Laws applicable to them or by which any of their respective properties are bound, except where any non-compliance would not be material to the Companies and their Subsidiaries, taken as a whole. Since January 1, 2016, neither any of the Companies nor any of their Subsidiaries has received any written notice or, to the Knowledge of the CompanySeller, threatened (other communication from any Governmental Entity regarding any violation of, or failure to comply with, any basis therefor known to the Company) which may cause any such authorizationLaw, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could violation or failure has not had or would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the nature Each of the Companies and their Subsidiaries are in possession of all Permits, and all rights under any Company nor of Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for any of its the Companies and any of their Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to possess or properties, nor any relationship between file the Company Permits has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Company Permits are in all respects valid and in full force and effect and are not subject to any other Personadministrative or judicial proceeding that would reasonably be expected to result in modification, nor any circumstance termination or revocation thereof. Each of the Companies and their Subsidiaries is in connection compliance with the offerterms and requirements of all Company Permits, issuanceexcept where such non-compliance has not had or would not reasonably be expected to have, sale individually or delivery of in the Notes at the Closingaggregate, nor the performance by the a Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeMaterial Adverse Effect.

Compliance with Law; Permits. (a) The Company and each of its Subsidiaries own are in compliance with and are not in default under or possess all authorizationsin violation of any applicable federal, approvalsstate, orderslocal or foreign law, licensesstatute, registrationsordinance, other certificates and permits of and from all governmental regulatory officials and bodiesrule, necessary to conduct their respective businesses except where the failure to own or possess all such authorizationsregulation, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approvaljudgment, order, licenseinjunction, registrationdecree or agency requirement of any Governmental Entity (collectively, certificate or permit to be revoked“Laws” and each, withdrawna “Law”), canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2009, neither the Company nor any of its Subsidiaries has received any written notice or, to the Company’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of any Governmental Entity, and all rights under any Company Material Contract with any Governmental Entity, necessary for the nature Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company nor of any Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company is, and each of its businesses or propertiesSubsidiaries is, nor any relationship between the Company and any other Person, nor any circumstance in connection compliance in all respects with the offerterms and requirements of such Company Permits, issuanceexcept where the failure to be in compliance would not reasonably be expected to have, sale individually or delivery of in the Notes at the Closingaggregate, nor the performance by the a Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeMaterial Adverse Effect.

Compliance with Law; Permits. (a) The Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and each of its Subsidiaries are, and since November 1, 2014 have been, in compliance with all applicable federal, state, local and foreign laws, statutes, ordinances, rules, regulations, judgments, orders, injunctions, decrees or agency requirements of Governmental Entities (collectively, “Laws” and each, a “Law”). Since November 1, 2014, neither the Company nor any of its Subsidiaries has received any written notice or, to the Company’s knowledge, other communication from any Governmental Entity regarding any actual or alleged failure to comply with or violation of any Law in a material respect. (b) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries own or possess hold all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, ordersclearances, licensespermissions, registrationsqualifications and registrations and orders of all applicable Governmental Entities (“Permits”), and all rights under all Company Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other certificates documents with all Governmental Entities necessary for the Company and permits of its Subsidiaries to own, lease and from operate their properties and assets and to carry on their businesses as they are now being conducted (collectively, the “Company Permits”), and have paid all governmental regulatory officials fees and bodies, necessary to conduct their respective businesses except where the failure to own assessments due and payable in connection therewith. Except as have not had or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There is no proceeding pending or, (i) all Company Permits are valid and in full force and effect, (ii) all Company Permits are, to the Knowledge knowledge of the Company, threatened not subject to any administrative or judicial proceeding that could result in any material modification, termination or revocation thereof, (or any basis therefor known to the Companyiii) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with the terms and requirements of all lawssuch Company Permits and, rules and regulations applicable thereto except where (iv) to the Company’s knowledge, no suspension or cancellation of any such noncompliance could not reasonably be expected to result in a Material Adverse EffectCompany Permit is threatened or pending. (bc) Neither the nature None of the Company nor or its Subsidiaries, or to the Company’s knowledge, any director, officer, employee, agent of the Company or any of its businesses Subsidiaries, in each case, acting on behalf of the Company or propertiesany of its Subsidiaries, nor has, directly or indirectly, (i) used any relationship between funds of the Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Company or any of its Subsidiaries; (iii) violated or is in violation of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or is in violation of any similar Law or other applicable Bribery Legislation; (iv) established or maintained any unlawful fund of monies or other assets of the Company or any of its Subsidiaries; (v) made, promised or authorized any fraudulent entry on the books or records of the Company or any of its Subsidiaries; (vi) made any unlawful bribe, unlawful kickback or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or any of its Subsidiaries; or (vii) violated any provision of the USA PATRIOT Act applicable to the Company and any its Subsidiaries; in each case other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by than as would be material to the Company of and its other obligations hereunder or under the NotesSubsidiaries, the Registration Rights Agreement or the Commitment Letter, taken as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part whole. (d) None of the Company or its Subsidiaries, or to the Company’s knowledge, any director, officer, employee or agent of the Company or any of its Subsidiaries (i) is a Sanctioned Person, (ii) has in the past five years engaged in, has any plan or commitment to engage in, direct or indirect dealings with any Sanctioned Person or in any Sanctioned Country on behalf of the Company or any of its Subsidiaries, except pursuant to a license from the United States, or (iii) has in the past five years violated, or engaged in any conduct sanctionable under, any Sanctions Law, nor to the Company’s knowledge, been the subject of an investigation or allegation of such a violation or sanctionable conduct, other than, in the case of clauses (ii) and (iii), as would be material to the Company and its Subsidiaries, taken as a condition whole. (e) Notwithstanding anything contained in this Section 3.7, no representation or warranty shall be deemed to be made in this Section 3.7 in respect of the execution and delivery matters specifically covered in any other Section of this AgreementArticle III, including the Registration Rights Agreementprovisions of environmental, the Commitment Letter Tax, employee benefits or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madelabor matters.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess all authorizations, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all lawswith, rules and regulations are not in default under or in violation of, any applicable thereto international, federal, state, local or foreign law, statute, ordinance, rule, regulation, convention, treaty, judgment, Order, injunction, decree or agency requirement of any Governmental Entity (collectively, “Laws” and each, a “Law”), except in each case where such noncompliance could non-compliance, default or violation has not had, and would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2018, neither Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law (or above policy), except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, concessions, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, financial assurance instruments, qualifications and registrations and Orders of all applicable Governmental Entities, and all rights under any Company Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the nature of “Company Permits”), except where the failure to have or to have filed such Company nor of Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Company and each of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance Subsidiaries is in connection compliance with the offerterms and requirements of all material Company Permits, issuanceexcept where the failure to be in compliance would not reasonably be expected to have, sale individually or delivery of in the Notes at the Closingaggregate, nor the performance by the a Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeMaterial Adverse Effect.

Compliance with Law; Permits. (a) The Company and its each of the Company’s Subsidiaries own are, and since April 2, 2010 have been, in compliance with, and are not, and since April 2, 2010 have not been, in default under or possess all authorizationsin violation of, approvalsany applicable federal, ordersstate, licenseslocal, registrationsmunicipal, other certificates common law, international or foreign law, statute, treaty, ordinance, rule, regulation, judgment, order, injunction, mandatory policy, binding directive, decree or agency requirement of any Governmental Entity (collectively, “Laws” and permits each, a “Law”) or with the applicable listing and corporate governance rules of and from all governmental regulatory officials and bodiesthe NYSE, necessary to conduct their respective businesses except where the failure to own such noncompliance, default or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits violation would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse EffectEffect or prevent or materially impair or delay the ability of the Company to consummate the Merger. There is no proceeding pending orAs of the date of this Agreement, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its each of the Company’s Subsidiaries are conducting their respective business in compliance not, and since April 2, 2010 have not been, under investigation with all lawsrespect to and have not been threatened to be charged with or given notice of any violation of, any applicable Law or with the applicable listing and corporate governance rules and regulations applicable thereto of the NYSE, except where such noncompliance could as would not reasonably be expected to result to, individually or in the aggregate, have a Company Material Adverse EffectEffect or prevent or materially impair or delay the ability of the Company to consummate the Merger. (b) Neither The Company and each of its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, registrations, approvals and orders of any Governmental Entity (the nature “Company Permits”) necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted, except where the failure to have any of the Company Permits would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially impair or delay the ability of the Company to consummate the Merger. All Company Permits are in full force and effect, no default (with or without notice, lapse of time, or both) has occurred under any such Company Permit, and none of the Company or its Subsidiaries has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw or modify any such Company Permit, in each case, except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially impair or delay the ability of the Company to consummate the Merger. (c) To the Knowledge of the Company, neither the Company, nor of any of its businesses or propertiesSubsidiaries, nor any relationship between the Company and of their respective directors, officers, agents, employees or any other PersonPersons acting on their behalf has, nor at any circumstance time during the last five years, in connection with the offeroperation of their respective businesses, issuance(i) used any corporate or other funds for unlawful contributions, sale payments, gifts or delivery entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Notes at the ClosingForeign Corrupt Practices Act or any other similar applicable foreign, nor the performance by the federal or state law, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts or (iii) violated or operated not in compliance with any applicable U.S. Export and Import Laws, or made a voluntary disclosure with respect to any violation thereof. (d) The Company and each of its other obligations hereunder or under Subsidiaries (i) has been since January 1, 2007 and currently is in compliance with all applicable Foreign Export and Import Laws, (ii) to the Notesextent applicable, has prepared and applied for all import and export licenses required in accordance with U.S. Export and Import Laws and Foreign Export and Import Laws for the Registration Rights Agreement or conduct of its business and (iii) has at all times been in compliance with all Laws relating to trade embargoes and sanctions, except in the Commitment Lettercase of clauses (i)-(iii), as the case may be, is such as to require a consent, approval or authorization of, or notice would not reasonably be expected to, individually or filingin the aggregate, registration or qualification with, any governmental authority or other Person on be material to the part business of the Company and its Subsidiaries, taken as a condition whole. (e) The foregoing notwithstanding, the representations and warranties in this Section 3.7 shall not be deemed to be made with respect to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations ofCompany’s compliance with, or notices to Company Permits with respect to: (i) Environmental Laws, Hazardous Substances and any other environmental matter or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made(ii) Tax matters.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own are, and since April 1, 2014 have been, in compliance with all applicable federal, state, local and foreign laws, statutes, ordinances, rules, regulations, judgments, orders, injunctions, decrees or possess agency requirements of Governmental Entities (collectively, “Laws” and each, a “Law”), except where such non-compliance has not had and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole. Since April 1, 2014, neither the Company nor any of its Subsidiaries has (i) received any written notice or, to the knowledge of the Company, oral notice from any Governmental Entity regarding any actual or possible failure to comply with any Law in any material respect or (ii) provided any notice to any Governmental Entity regarding any material violation by the Company or any of its Subsidiaries of any Law. (b) The Company and its Subsidiaries hold, and have at all times since April 1, 2014 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, ordersclearances, licensespermissions, registrationsqualifications and registrations and orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of the Company and its Subsidiaries (the “Company Permits”), and have filed all reports, notices and other certificates documents with all Governmental Entities necessary for the Company and permits of its Subsidiaries to own, lease and from operate their properties and assets and to carry on their businesses as they are now being conducted and have paid all governmental regulatory officials fees and bodiesassessments due and payable in connection therewith, necessary to conduct their respective businesses except where the failure to own have a Company Permit, to file such documents or possess all to pay such authorizations, approvals, orders, licenses, registrations, other certificates fees and permits assessments would not have a Material Adverse Effect. There is no proceeding pending orreasonably be expected to be, individually or in the aggregate, material to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries taken as a whole. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole, (i) all Company Permits are conducting their respective business valid and in compliance with all lawsfull force and effect, rules and regulations applicable thereto except where such noncompliance could are not subject to any administrative or judicial proceeding that would reasonably be expected to result in any modification, termination or revocation thereof and, to the knowledge of the Company, as of the date of this Agreement no suspension or cancellation of any such Company Permit is threatened; and (ii) the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits. (c) Since April 1, 2014, none of the Company or its Subsidiaries, or to the knowledge of the Company, any director, officer, employee, agent or other person acting on behalf of the Company or any of its Subsidiaries has, directly or indirectly, violated or is in violation of, or is aware of any action taken that would result in a violation of, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), the UK Bribery Act of 2010 or its predecessor laws (the “Bribery Act”), or any analogous anti-corruption Law (collectively, the “Anti-Corruption Laws”), nor, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) used any funds of the Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Company or any of its Subsidiaries; (iii) established or maintained any unlawful fund of monies or other assets of the Company or any of its Subsidiaries; (iv) made any fraudulent entry on the books or records of the Company or any of its Subsidiaries; (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or any of its Subsidiaries or to influence any act or decision of a foreign government official or other person; or (vi) engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods or services to or for the benefit of, provided any payments or material assistance to, or otherwise engage in or facilitated any transactions with a Prohibited Person. No proceeding by or before any Governmental Entity involving the Company, any Subsidiary of the Company or any Affiliate of the Company, or to the knowledge of the Company, any of their directors, officers, employees, agents or other persons acting on their behalf, with respect to any Anti-Corruption Law is pending or, to the knowledge of the Company, threatened, nor have any disclosures been submitted to any Governmental Entity with respect to violations of any Anti-Corruption Law by the Company, any Subsidiary of the Company or any Affiliate of the Company, or to the knowledge of the Company, any of their directors, officers, employees, agents or other persons acting on their behalf. (bd) Neither the nature Since April 1, 2014, each of the Company nor of and its Subsidiaries has conducted its import and export transactions in accordance in all material respects with all applicable U.S. import, export and re-export Laws and controls and all other applicable import, export and re-export Laws and controls in other countries in which the Company or any of its businesses or propertiesSubsidiaries conducts business, nor any relationship between including the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and executive orders and laws implemented by OFAC. (e) Since April 1, 2014, the Company and any other Personits Subsidiaries have obtained all material consents, nor any circumstance in connection with orders and declarations from, provided all material notices to, and made all material filings with, all Governmental Entities required for (i) the offerexport, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company import and re-export of its other obligations hereunder or under products, services, Software and technologies, and (ii) releases of technologies and Software to foreign nationals located in the NotesU.S. and abroad (the “Export Approvals”), the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part and each of the Company as a condition and its Subsidiaries is and, since April 1, 2014, has been in compliance in all material respects with the terms of all Export Approvals. There are no pending or, to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery knowledge of the Notes at Company, threatened, claims against the Closing, other than the filings, registrations, qualifications Company or consents which shall have been made or obtained on the Closing Date (and copies any of which shall have been delivered its Subsidiaries with respect to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madesuch Export Approvals.

Compliance with Law; Permits. (a) The Company Except as set forth on Schedule 3.7, the Seller and its Subsidiaries own EMS Brazil are and have been in compliance with all Laws applicable to them in connection with the conduct or possess all authorizationsoperation of the Business and the ownership or use of the Transferred Assets, approvalsexcept as would not, ordersindividually or in the aggregate, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary reasonably be expected to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There Neither the Seller nor EMS Brazil has received any written communication during the past three years that alleges that the Business is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance in any material respect with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result in a Material Adverse Effectany Applicable Law. (b) Neither The Seller or EMS Brazil is in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for it to own, lease and operate the nature Transferred Assets and to carry on the Business as currently conducted (the “Permits”), except where the failure to have, or the suspension or cancellation of, any of the Company nor Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Seller or EMS Brazil is in compliance with the Permits and no suspension or cancellation of any of its businesses the Permits is pending or, insofar as is Known to the Seller or propertiesEMS Brazil, nor threatened, except, in each case, where the failure to so comply, or the suspension or cancellation of, any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at Permits would not, individually or in the Closingaggregate, reasonably be expected to have a Material Adverse Effect. Neither the Seller nor EMS Brazil has received any written notice of any Actions relating to the performance by the Company revocation or modification of its other obligations hereunder any such Permits and none of such Permits will be subject to suspension, modification, revocation or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company nonrenewal as a condition to result of the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter Transaction Documents or the offerconsummation of the transactions contemplated thereby. (c) EMS Brazil is in possession of all permits, issuancelicenses, sale franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for it to own, lease and operate its assets and to carry on its business as currently conducted (the “EMS Permits”), except where the failure to have, or the suspension or cancellations of, any of the EMS Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, EMS Brazil is in compliance with the EMS Permits and no suspension or cancellation of any of the EMS Permits is pending or, insofar as is Known to Seller or EMS Brazil, threatened, except, in each case, where the failure to so comply, or the suspension or cancellation of, any of the EMS Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Seller nor EMS Brazil has received any written notice of any Actions relating to the revocation or modification of any such EMS Permits and none of such EMS Permits will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of the Notes at Transaction Documents or the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies consummation of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madethereby.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own are in compliance with, and are not in default under or possess all authorizationsin violation of, approvalsany applicable international, ordersfederal, licensesstate, registrationslocal or foreign law, other certificates and permits of and from all governmental regulatory officials and bodiesstatute, necessary to conduct their respective businesses except where ordinance, rule, regulation (including the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge non-applicability of the CompanyTakeover Code), threatened convention, treaty, judgment, Order, injunction, decree or agency requirement of any Governmental Entity (or any basis therefor known to the Company) which may cause any such authorizationcollectively, approval“Laws” and each, ordera “Law”), license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2015, neither the Company nor any of its Subsidiaries has received any written notice or, to the Company’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, concessions, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, financial assurance instruments, qualifications and registrations and Orders of all applicable Governmental Entities, and all rights under any Company Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for the nature Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have or to have filed such Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All the Company Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with the terms and requirements of all material Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth in Section 3.6 of the Company nor of Disclosure Schedule, each drilling unit owned or leased by the Company or any of its businesses Subsidiaries which is subject to classification (other than cold stacked rigs) is in class and free of suspension or propertiescancellation to class, nor any relationship between and is registered under the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company flag of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeflag jurisdiction.

Compliance with Law; Permits. (a) (i) The Company Attractions Purchaser and each of its Subsidiaries own have complied and are in compliance with all Laws which affect the Purchaser Properties, and (ii) no notice, charge or possess assertion has been received by the Attractions Purchaser or any of its Subsidiaries or, to the Attractions Purchaser’s knowledge, threatened against any such Person alleging any non-compliance with any such Laws, except in each case above for such non-compliance that has not had and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect pursuant to clause (1) of the definition thereof. Notwithstanding anything to the contrary in this Section 6.5(a), the provisions of this Section 6.5(a) shall not apply to matters discussed in Section 6.9, Section 6.13, Section 6.14 and Section 6.19. (b) The Attractions Purchaser and each of its Subsidiaries are in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, licensesfranchises, registrationscertifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates and permits of and from all governmental regulatory officials and bodiesoccupancy, necessary for the Attractions Purchaser and each of its Subsidiaries to conduct own, lease and, to the extent applicable, operate their properties or to carry on their respective businesses substantially as they are being conducted as of the Effective Date (the “Attractions Purchaser Permits”), and all such Attractions Purchaser Permits are valid and in full force and effect, except where the failure to own be in possession of, or possess all such authorizationsthe failure to be valid or in full force and effect of, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge any of the CompanyAttractions Purchaser Permits, threatened (individually or any basis therefor known to in the Company) which may cause any such authorizationaggregate, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or has not renewed; had and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could would not reasonably be expected to result in have a Purchaser Material Adverse Effect. Effect pursuant to clause (b1) of the definition thereof. All applications required to have been filed for the renewal of the Attractions Purchaser Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Attractions Purchaser Permits have been duly made on a timely basis with the appropriate Governmental Authority, except in each case for failures to file which, individually or in the aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect pursuant to clause (1) of the definition thereof. Neither the nature of the Company Attractions Purchaser nor of any of its businesses Subsidiaries has received any claim or properties, notice nor has any relationship between knowledge indicating that the Company and Attractions Purchaser or any other Person, nor any circumstance of its Subsidiaries is currently not in connection compliance with the offerterms of any such Attractions Purchaser Permits, issuanceexcept where the failure to be in compliance with the terms of any such Attractions Purchaser Permits, sale individually or delivery in the aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect pursuant to clause (1) of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madedefinition thereof.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own are in compliance with, and are not in default under or possess in violation of, any applicable federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, settlement or agency requirement of any Governmental Entity (collectively, "Laws " and each, a "Law"), except where such non-compliance, default or violation have not had and would not have, individually or in the aggregate, a Material Adverse Effect. Since December 31, 2012, neither Company nor any of its Subsidiaries has received any written notice or, to Company's knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law. (b) Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, ordersclearances, licensespermissions, registrationsqualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Company Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other certificates documents with all Governmental Entities necessary for Company and permits of its Subsidiaries to own, lease and from all governmental regulatory officials operate their properties and bodiesassets and to carry on their businesses as they are now being conducted (the "Permits"), necessary to conduct their respective businesses except where the failure to own have any of the Permits or possess all to have filed such authorizationstariffs, approvalsreports, orders, licenses, registrations, notices or other certificates and permits documents would not have have, individually or in the aggregate, a Material Adverse Effect. There All Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof. Company and each of its Subsidiaries is no proceeding pending orin compliance with the terms and requirements of all Permits. (c) Each of Company, to the Knowledge its Subsidiaries and each third-party operator of any of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; Oil and the Gas Interests of Company and its Subsidiaries are conducting their respective business (with respect to such interests) is and has been, in compliance with all lawsapplicable Laws and Orders, rules and regulations applicable thereto except where such noncompliance could the failure to be in compliance would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (bd) Neither the nature None of the Company, any Subsidiary of Company, or any director, officer, employee, auditor, accountant or representative of Company nor or any Subsidiary of Company, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of its businesses Company or propertiesany Subsidiary of Company or any material concerns from employees of Company or any Subsidiary of Company regarding questionable accounting or auditing matters with respect to Company any or any Subsidiary of Company, nor and (ii) no attorney representing Company or any relationship between Subsidiary of Company, whether or not employed by Company or any Subsidiary of Company, has reported in writing evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Company, any Subsidiary of Company or any of their respective officers, directors, employees or agents to the Board of Directors of Company and or any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization ofcommittee thereof, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery General Counsel or Chief Executive Officer of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeCompany.

Compliance with Law; Permits. (a) The Company and each of its Subsidiaries own or possess all authorizationsare, approvalsand since January 1, orders2012 have been, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all lawsand are not in default under or in violation of any applicable Law, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation would not reasonably be expected to result 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 written notice or, to the Company’s Knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and Orders of any Governmental Entity, and all rights under any Company Material Contract with any Governmental Entity, necessary for the nature Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company nor Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect, and no suspension or cancellation of any such Company Permits is pending or, to the Company’s Knowledge, threatened, except where the failure to be in full force and effect or for such suspensions or cancellations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance Subsidiaries are in connection compliance in all respects with the offerterms and requirements of such Company Permits, issuanceexcept where the failure to be in compliance would not reasonably be expected to have, sale individually or delivery of in the Notes at the Closingaggregate, nor the performance by the a Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeMaterial Adverse Effect.

Compliance with Law; Permits. (a) The Company and each of its Subsidiaries own or possess all authorizationsare, approvalsand since January 1, orders2010 have been, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all lawsand are not in default under or in violation of any applicable federal, rules state, local or foreign law, statute, ordinance, rule, regulation, Order or agency requirement of any Governmental Entity or any common law (collectively, “Laws” and regulations applicable thereto each, a “Law”), except where such noncompliance could non-compliance, default or violation would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2010, neither the Company nor any of its Subsidiaries has received any written notice or, to the Company’s Knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and Orders of any Governmental Entity, and all rights under any Company Material Contract with any Governmental Entity, necessary for the nature Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company nor Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect, and no suspension or cancellation of any such Company Permits is pending or, to the Company’s Knowledge, threatened, except where the failure to be in full force and effect or for such suspensions or cancellations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance Subsidiaries are in connection compliance in all respects with the offerterms and requirements of such Company Permits, issuanceexcept where the failure to be in compliance would not reasonably be expected to have, sale individually or delivery of in the Notes at the Closingaggregate, nor the performance by the a Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeMaterial Adverse Effect.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess all authorizations, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company Parent and its Subsidiaries are conducting their respective business in compliance with all lawswith, rules and regulations applicable thereto are not in default under or in violation of, any Laws, except where such noncompliance could non-compliance, default or violation would not reasonably be expected to result have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2018, neither Parent nor any of its Subsidiaries has received any written notice or, to Parent’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither Parent and its Subsidiaries are in possession of all Permits, and all rights under any Parent Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (collectively, the nature “Parent Permits”), except where the failure to have or to have filed such Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and each of its Subsidiaries is in compliance with the Company nor terms and requirements of all material Parent Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Each of Parent and its Subsidiaries is and, to the knowledge of Parent, each third-party operator of any of its businesses the Parent Oil and Gas Interests (with respect to such interests) is, and since January 1, 2018 has been, in compliance with applicable Laws and Orders, except where the failure to be in compliance would not reasonably be expected to have, individually or propertiesin the aggregate, nor a Parent Material Adverse Effect. (d) Except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, since January 1, 2018, (i) none of Parent or any relationship between Subsidiary of Parent nor, to the Company knowledge of Parent, any director, officer, employee, auditor, accountant or representative of Parent or any Subsidiary of Parent, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Parent or any Subsidiary of Parent or any concerns from employees of Parent or any Subsidiary of Parent regarding questionable accounting or auditing matters with respect to Parent or any Subsidiary of Parent, and (ii) no attorney representing Parent or any other PersonSubsidiary of Parent, nor whether or not employed by Parent or any circumstance Subsidiary of Parent, has reported in connection with writing evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent, any Subsidiary of Parent or any of their respective officers, directors, employees or agents to the offer, issuance, sale Parent Board of Directors or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization ofany committee thereof, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery General Counsel or Chief Executive Officer of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeParent.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own are in compliance with, and are not in default under or possess all authorizationsin violation of, approvalsany applicable federal, ordersstate, licenseslocal or foreign law, registrationsstatute, other certificates and permits of and from all governmental regulatory officials and bodiesordinance, necessary to conduct their respective businesses except where the failure to own or possess all such authorizationsrule, approvalsregulation, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approvaljudgment, order, licenseinjunction, registrationdecree or agency requirement of any Governmental Entity (collectively, certificate or permit to be revoked“Laws” and each, withdrawna “Law”), canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation have not had and would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2018, neither the Company nor any of its Subsidiaries has received any written notice or, to the knowledge of the Company, other communication from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except where such violation or failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither The Company and its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and all rights under any Company Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for the nature Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to possess or file the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Company Permits are in all respects valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to result in modification, termination or revocation thereof. The Company and each of its Subsidiaries is in material compliance with the terms and requirements of all Company Permits, except where such non-compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries are in compliance, and have since January 1, 2018 complied, with all applicable Laws relating to privacy, data protection or information security regarding Personal Data (collectively, “Data Privacy Laws”); (ii) neither the Company nor any of its Subsidiaries has, since January 1, 2018, received any written notice from any applicable Governmental Entity alleging any violation of applicable Data Privacy Laws by the Company, any of its Subsidiaries or, to the knowledge of the Company, any third-party service providers, outsourcers, processors or other third parties who process, store or otherwise handle Personal Data for or on behalf of the Company nor of or any of its businesses or propertiesSubsidiaries (“Company Data Processors”), nor has the Company or any relationship between of its Subsidiaries been threatened in writing to be charged with any such violation by any Governmental Entity; (iii) the Company and any other Personeach of its Subsidiaries have, nor any circumstance since January 1, 2018, taken commercially reasonable steps (including, as appropriate, implementing reasonable technical, physical or administrative safeguards) designed to protect Personal Data in connection with their possession or under their control against loss and unauthorized access, use, modification or disclosure, and, to the offer, issuance, sale or delivery knowledge of the Notes at Company, since January 1, 2018, there has been no incident of the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization ofsame, or notice to, of the same with respect to any Personal Data maintained or filing, registration otherwise processed for or qualification with, any governmental authority or other Person on the part behalf of the Company as a condition or its Subsidiaries; (iv) the Company and each of its Subsidiaries have, since January 1, 2018, taken commercially reasonable steps with respect to all Company Data Processors to obligate such persons to comply in material respects with applicable Data Privacy Laws and to take reasonable steps to protect and secure Personal Data from loss or unauthorized use, access, modification or disclosure; and (v) the execution execution, delivery and delivery performance of this AgreementAgreement complies with all Laws relating to privacy, data protection or information security regarding Personal Data (including the General Data Protection Regulation (EU) 2016/679, the Registration Rights AgreementData Protection Xxx 0000 (UK), and the Commitment Letter California Consumer Protection Act) and the Company’s and each of its Subsidiaries’ applicable published policies, statements, and notices relating to privacy, data protection or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeinformation security regarding Personal Data.

Compliance with Law; Permits. (a) The Since the Distribution Date, the Company and its Subsidiaries own or possess all authorizationsSubsidiaries, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending orand, to the Knowledge of the Company, threatened (or any basis therefor known between January 1, 2013 and the Distribution Date, the predecessors of the Company and its Subsidiaries, with respect to the Company) which may cause Company Business, are and have been in compliance with and are not and have not been in default under or in violation of any applicable Law, except, in each case, where such authorizationnon- compliance, approvaldefault or violation has not had and would not reasonably be expected to have, orderindividually or in the aggregate, licensea Material Adverse Effect and would not reasonably be expected to prevent, registrationmaterially delay or impair the ability of the Company to consummate the Merger or comply with its obligations under this Agreement. Since January 1, certificate 2013, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or permit failure to comply with, any Law, except as has not had and would not reasonably be revokedexpected to have, withdrawnindividually or in the aggregate, canceleda Material Adverse Effect and would not reasonably be expected to prevent, suspended materially delay or not renewed; impair the ability of the Company to consummate the Merger or comply with its obligations under this Agreement. The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for the Company and its Subsidiaries are conducting to own, lease and operate their respective business in compliance with all lawsproperties and assets and to carry on their businesses as presently conducted (collectively, rules and regulations applicable thereto “Permits”), except where such noncompliance could the failure to have any of the Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since the Distribution Date, the Company and its Subsidiaries, and, to the Knowledge of the Company, between January 1, 2013 and the Distribution Date, the predecessors of the Company and its Subsidiaries, with respect to the Company Business, are and have been in compliance with the terms and requirements of such Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Neither the nature of the Company nor of any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made.

Compliance with Law; Permits. (a) The Company Mavericks and each of its Subsidiaries own or possess all authorizationsare, approvalsand since January 1, orders2016 have been, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all lawsand are not in default under or in violation of any applicable Law, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation would not reasonably be expected to result have, individually or in the aggregate, a Mavericks Material Adverse Effect. (b) Neither the nature of the Company Since January 1, 2016, neither Mavericks nor of any of its businesses Subsidiaries has received any written notice or, to the Knowledge of Mavericks, other communication from any Governmental Entity regarding any actual or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization possible violation of, or notice to, or filing, registration or qualification failure to comply with, any governmental authority Law, except as would not reasonably be expected to have, individually or other in the aggregate, a Mavericks Material Adverse Effect. (c) Mavericks and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications, allowances and registrations and Orders of any Governmental Entity, and all rights under any contract with any Governmental Entity, necessary for Mavericks and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted, in each case as presently owned, leased and operated (collectively, the “Mavericks Permits”), except where the failure to have any of xxx Xxxxxxxxx Permits would not reasonably be expected to have, individually or in the aggregate, a Mavericks Material Adverse Effect. All Mavericks Permits are valid and in full force and effect, and no suspension or cancellation of any such Mavericks Permits is pending or, to the Knowledge of Mavericks, threatened, except where the failure to be in full force and effect or for such suspensions or cancellations that would not reasonably be expected to have, individually or in the aggregate, a Mavericks Material Adverse Effect. Mavericks and each of its Subsidiaries are in compliance in all respects with the terms and requirements of such Mavericks Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Mavericks Material Adverse Effect. (d) Mavericks is not an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act. Mavericks is not and, since January 1, 2016, has not been in violation, in any material respect, of (i) the Trading with the Enemy Act, (ii) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, (iii) the Patriot Act or (iv) the Foreign Corrupt Practices Act (Pub. L. 95-213 (signed into law December 19, 1977)). (e) Mavericks (i) is not a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) does not engage in any dealings or transactions prohibited by Section 2 of such executive order, or to its knowledge is otherwise associated with any such Person in any manner that violates in any material respect Section 2 of such executive order or (iii) is not a Person on the part list of the Company as a condition “Specially Designated Nationals and Blocked Persons” or subject to the execution and delivery limitations or prohibitions under any other U.S. Department of this Agreement, the Registration Rights Agreement, the Commitment Letter Treasury’s Office of Foreign Assets Control regulation or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeexecutive order.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own are, and since July 1, 2013 have been, in compliance with all applicable federal, state, local and foreign laws, statutes, ordinances, rules, regulations, judgments, orders, injunctions, decrees or possess agency requirements of Governmental Entities (collectively, “Laws” and each, a “Law”), except where such non-compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since July 1, 2013, neither the Company nor any of its Subsidiaries has (i) received any written notice or, to the knowledge of the Company, oral notice from any Governmental Entity regarding any actual or possible failure to comply with any Law in any material respect or (ii) provided any notice to any Governmental Entity regarding any material violation by the Company or any of its Subsidiaries of any Law. (b) The Company and its Subsidiaries hold, and have at all times since July 1, 2013 held, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, ordersclearances, licensespermissions, registrationsqualifications and registrations and orders of all applicable Governmental Entities necessary for the lawful operation of the businesses of the Company and its Subsidiaries (the “Company Permits”), and have filed all tariffs, reports, notices and other certificates documents with all Governmental Entities necessary for the Company and permits of its Subsidiaries to own, lease and from operate their properties and assets and to carry on their businesses as they are now being conducted and have paid all governmental regulatory officials fees and bodiesassessments due and payable in connection therewith, necessary to conduct their respective businesses except where the failure to own have a Company Permit, to file such documents or possess all to pay such authorizations, approvals, orders, licenses, registrations, other certificates fees and permits assessments would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all Company Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not that would reasonably be expected to result in any modification, termination or revocation thereof and, to the knowledge of the Company, as of the date of this Agreement no suspension or cancellation of any such Company Permit is threatened; and (ii) the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits. (c) Since July 1, 2013, none of the Company or its Subsidiaries, or to the knowledge of the Company, any director, officer, employee, agent or other person acting on behalf of the Company or any of its Subsidiaries has, directly or indirectly, violated or is in violation of, or is aware of any action taken that would result in a violation of, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), the UK Bribery Act of 2010 or its predecessor laws (the “Bribery Act”), or any analogous anti-corruption Law (collectively, the “Anti-Corruption Laws”), nor, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) used any funds of the Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Company or any of its Subsidiaries; (iii) established or maintained any unlawful fund of monies or other assets of the Company or any of its Subsidiaries; (iv) made any fraudulent entry on the books or records of the Company or any of its Subsidiaries; (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or any of its Subsidiaries or to influence any act or decision of a foreign government official or other person; or (vi) engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods or services to or for the benefit of, provided any payments or material assistance to, or otherwise engage in or facilitated any transactions with a Prohibited Person. No proceeding by or before any Governmental Entity involving the Company, any Subsidiary of the Company or any Affiliate of the Company, or any of their directors, officers, employees, agents or other persons acting on their behalf, with respect to any Anti-Corruption Law is pending or, to the knowledge of the Company, threatened, nor have any disclosures been submitted to any Governmental Entity with respect to violations of any Anti-Corruption Law by any such person. (bd) Neither Since July 1, 2013, the nature Company and each of its Subsidiaries has conducted its import and export transactions in accordance in all material respects with all applicable U.S. import, export and re-export Laws and controls and all other applicable import, export and re-export Laws and controls in other countries in which the Company or any of its Subsidiaries conduct business, including the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and executive orders and laws implemented by OFAC. (e) Since July 1, 2013, the Company and its Subsidiaries have obtained all material consents, orders and declarations from, provided all material notices to, and made all material filings with, all Governmental Entities required for (i) the export, import and re-export of its products, services, Software and technologies, and (ii) releases of technologies and Software to foreign nationals located in the U.S. and abroad (the “Export Approvals”), and each of the Company nor and its Subsidiaries is and, since July 1, 2013, has been in compliance in all material respects with the terms of all Export Approvals. There are no pending or, to the knowledge of the Company, threatened, claims against the Company or any of its businesses Subsidiaries with respect to such Export Approvals. (f) Notwithstanding anything contained in this Section 3.7, no representation or properties, nor any relationship between the Company and any other Person, nor any circumstance warranty shall be deemed to be made in connection with the offer, issuance, sale or delivery this Section 3.7 in respect of the Notes at the Closingmatters addressed in Section 3.8, nor the performance by the Company of its other obligations hereunder Section 3.9, Section 3.13, Section 3.14 or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeSection 3.15.

Compliance with Law; Permits. (a) The Company and its each Company Subsidiary are and have been since the Lookback Date in compliance with and are not in default under or in violation of any Laws (including Environmental Laws and employee benefits and labor Laws) applicable to the Company, such Subsidiaries own or possess any of their respective properties or assets, except where such non-compliance, default or violation has not been and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole. (b) The Company and the Company Subsidiaries are and since the Lookback Date have been in possession of all franchises, grants, authorizations, business licenses, permits, easements, variances, exceptions, consents, certificates, approvals, orders, licenses, registrations, other certificates clearances and permits orders of any Governmental Entity or pursuant to any applicable Law necessary for the Company and from all governmental regulatory officials the Company Subsidiaries to own, lease and bodiesoperate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), necessary to conduct their respective businesses except where the failure to own have any of the Company Permits has not been and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole. Except as has not been and would not reasonably be expected to be, individually or possess in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, all Company Permits are in full force and effect, no default (with or without notice, lapse of time or both) has occurred under any such authorizationsCompany Permit and none of the Company or any Company Subsidiary has received any written notice from any Governmental Entity threatening to suspend, approvalsrevoke, orderswithdraw or modify any such Company Permit. (c) The Company and the Company Subsidiaries have in the past five (5) years been, and are currently in compliance with all applicable Anti-Corruption Laws. Neither the Company, nor any of its directors, officers, employees, agents or other Person acting on behalf of the Company has, directly or indirectly: (a) taken any action which would cause the Company to be in violation of the Anti-Corruption Laws; (b) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (c) made, promised, offered or authorized any unlawful payment to foreign or domestic official or employee or other person acting in an official capacity on behalf of a Governmental Entity or to any political party or candidate for political office, or to any employee, official, or representative of a public international organization; or (d), whether directly or indirectly, or made, offered or authorized any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, whether directly or indirectly. Neither the Company, nor any of its directors or officers nor to the Company’s Knowledge, any of its employees, agents or other Person, acting on behalf of the Company, is aware of any: (a) allegation, whistleblower complaint, investigation (whether internal or external, past or present) or contact with any government or regulatory body related to the Company’s compliance with the Anti-Corruption Laws or (b) other fact or circumstance that would reasonably be expected to give rise to any future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under Anti-Corruption Laws. (d) In the past five (5) years, neither the Company nor any Company Subsidiary has (i) been subject to any actual, pending, or, to the Company’s Knowledge, threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any disclosures to any Governmental Entity, involving the Company or any Company Subsidiary in any way relating to applicable Anti-Corruption Laws or (ii) received any allegation, whistleblower complaint, or conducted any investigation regarding noncompliance with the Anti-Corruption Laws. The Company has established and maintains a compliance program and reasonable internal controls (including accounting, purchasing and billing systems) and procedures appropriate to the requirements of applicable Anti-Corruption Laws. (e) The Company and the Company Subsidiaries, taken as a whole, since the Lookback Date, the Company and the Company Subsidiaries have at all times conducted their businesses in all respects in accordance with United States economic sanctions Laws administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) and all other applicable Import Restrictions and Export Controls in any countries in which any of the Company and the Company Subsidiaries conduct business. Since the Lookback Date, the Company and the Company Subsidiaries have maintained in all material respects all records required to be maintained in the Company’s and the Company Subsidiaries’ possession as required under the Import Restrictions and Export Controls. (f) Except as has not been and would not reasonably be expected to be, individually, or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, since the Lookback Date, (i) neither the Company nor any Company Subsidiary has sold, exported, reexported, transferred, diverted, or otherwise disposed of any products, Software, or technology (including products derived from or based on such technology) to any destination, entity, or Person prohibited by the Laws of the United States or any other country, without obtaining prior authorization from the competent Governmental Entities as required by those Laws, (ii) the Company and the Company Subsidiaries have complied with all terms and conditions of any license issued or approved by the Directorate of Defense Trade Controls, the Bureau of Industry and Security, or OFAC that is or has been in force since the Lookback Date and (iii) except pursuant to valid licenses, registrations, other certificates the Company and permits the Company Subsidiaries have not released or disclosed controlled technical data or technology to any foreign national whether in the United States or abroad. (g) Except as has not been and would not have reasonably be expected to be, individually, or in the aggregate, material to the Company and the Company Subsidiaries, taken as a Material Adverse Effectwhole, neither the Company nor any Company Subsidiary, nor, to the Company’s Knowledge, any director, officer, employee or affiliate of the Company or any Company Subsidiary: (x) is, or is owned or controlled by, a Person or entity subject to the sanctions administered by OFAC or included on the List of Specially Designated Nationals and Blocked Persons or Foreign Sanctions Evaders, Denied Persons List, Entities List, Debarred Parties List, Excluded Parties List and Terrorism Exclusion List, or any other lists of known or suspected terrorists, terrorist organizations or other prohibited Persons made publicly available or provided to the Company or any Company Subsidiary by any Governmental Entity (such entities, Persons or organizations collectively, the “Restricted Parties”) or (y) has, since the Lookback Date, conducted any business with or engaged in any transaction or arrangement with or involving, directly or indirectly, any Restricted Parties or countries subject to economic or trade sanctions in violation of applicable Law, or has otherwise been in violation of any such sanctions, restrictions or any similar Law. There Neither the Company nor any Company Subsidiary is no proceeding subject to any pending or, to the Knowledge of the Company’s Knowledge, threatened (action by any Governmental Entity that would restrict its ability to engage in export transactions, bar it from exporting or otherwise limit in any basis therefor known material respect its exporting activities or sales to the Company) which may cause any Governmental Entity, except, solely with respect to any such authorizationactions arising after the date hereof, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or as has not renewed; been and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary has, since the Lookback Date, received any written notice of material deficiencies in connection with any export controls, trade embargoes or economic sanctions matter from OFAC or any other Governmental Entity in its compliance efforts nor, since the Lookback Date, made any voluntary disclosures to OFAC or any other Governmental Entity of facts that could result in any material action being taken or any material penalty being imposed by a Material Adverse EffectGovernmental Entity against the Company or any Company Subsidiary, except, solely with respect to any such notices received or voluntary disclosures made after the date hereof, has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. (bh) Neither The Company is in compliance in all material respects with the nature applicable listing and other rules and regulations of the Company nor of any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeNASDAQ.

Compliance with Law; Permits. Set forth on Exhibit 2.11 hereto are all judicial, administrative or regulatory judgments, decrees, orders or injunctions issued specifically for the purpose of governing, directing or restriction the conduct of the Business by Seller. Seller is not now, nor at the Closing will be, in violation of (ai) The Company any applicable judgment, order, injunction, award or decree relating to the Business or (ii) any federal, state or local law, statute, ordinance, code, rule or regulation or any other requirement of any governmental body, court or arbitrator (collectively "Laws") which is applicable to the Business (including, without limitation, the Federal Occupational Safety and its Subsidiaries own Health Act of 1970, as amended, and the rules and regulations issued thereunder, and Laws relating to matters of environmental protection or possess hazardous waste disposal). Seller has remedied or caused to be remedied all authorizationsviolations of any such Laws that had been brought to the attention of Seller pursuant to a claim by any governmental agency, approvalsinspector, ordersemployee or other person except those violations being contested in good faith by Seller. There are not now pending, nor have there been pending at any time any such contests by Seller, regardless of the outcome or disposition thereof, except as may be described and set forth on Exhibit 2.11 hereto. To the extent that any such contests are now pending, Seller warrants that an adverse determination thereof shall not have an adverse material effect on the Assets or the conduct of the Business. Except as set forth on Exhibit 2.11 hereto, all permits, licenses, registrationscertificates of occupancy, other certificates orders or approvals of any federal, state, local or foreign governmental or regulatory body that are material to or necessary in the conduct of the Business as presently operated by Seller have been obtained by Seller and permits of are in full force and from all governmental regulatory officials and bodieseffect, necessary except to conduct their respective businesses except where the extent that the failure to own or possess all obtain such authorizations, approvals, orderspermits, licenses, registrationscertificates of occupancy, other certificates and permits orders or approvals would not have a Material Adverse Effectmaterial adverse effect on the Assets or the Business. There is no proceeding pending orExcept as set forth on Exhibit 2.11 hereto, Seller has furnished to Buyer true and complete copies of all permits, licenses, certificates of occupancy, orders or approvals of any federal, state, local or foreign governmental or regulatory body (collectively, the "Permits") referred to therein and, except as set forth on Exhibit 2.11 hereto, to the Knowledge best of the CompanySeller's knowledge, threatened (or any basis therefor known to the Companya) which may cause all such Permits are in full force and effect, with no violations having been reported in respect of any such authorizationPermit, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result in a Material Adverse Effect. (b) Neither the nature no proceeding is pending or threatened to revoke limit, cancel or not extend or renew any such Permit. Except as set forth on Exhibit 2.11 hereto, all of the Company nor Permits are assignable by Seller on the same terms and conditions as now apply to Seller, without the consent of any of its businesses other party. Seller warrants that it shall make all payments and perform all acts which may be required to be paid or propertiesperformed pursuant to all Laws and Permits applicable to the Business prior to Closing. There has been no adverse material change in the qualifications, nor any relationship between limitations or restrictions imposed by such Laws and Permits on the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery operation of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeBusiness since.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own are, and in the past three (3) years have been, in compliance with, and are not in default under or possess all authorizationsin violation of, approvalsany applicable federal, ordersstate, licenseslocal or foreign law, registrationsstatute, other certificates act, code, ruling, award, writ, ordinance, rule, regulation, judgment or requirement of any Governmental Entity, including common law (collectively, “Laws” and permits of and from all governmental regulatory officials and bodieseach, necessary to conduct their respective businesses a “Law”), except where the failure to own such non-compliance, default or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits violation would not have have, individually or in the aggregate, a Company Material Adverse Effect. There is no proceeding pending Since January 1, 2022, neither the Company nor any of its Subsidiaries has received any written notice or, to the Knowledge of Company’s knowledge, other communication from any Governmental Entity regarding any actual, alleged or possible violation of, or failure to comply with, any Law, except as would not have, individually or in the Companyaggregate, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the a Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result in a Material Adverse Effect. (b) Neither The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals, waivers, clearances, permissions, qualifications and registrations of or issued or approved by all applicable Governmental Entities, and all rights under any Company Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for the nature Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company nor of Permits or to have filed such tariffs, reports, notices or other documents would not have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are valid and in full force and effect and are not subject to any of its businesses administrative or propertiesjudicial proceeding that would reasonably be expected to result in modification, nor termination, cancellation or revocation thereof, except where the failure to be in full force and effect or any relationship between modification, termination, cancellation or revocation thereof would not have, individually or in the aggregate, a Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery Material Adverse Effect. As of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery date of this Agreement, the Registration Rights Agreementno event or condition has occurred or exists which would reasonably be expected to result in a violation of, the Commitment Letter breach, default or the offerloss of a benefit under, issuance, sale or delivery acceleration of an obligation of the Notes at the ClosingCompany or any of its Subsidiaries under, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations ofany Company Permit, or notices has caused (or would cause) an applicable Governmental Entity to fail or filingsrefuse to issue, registrations renew, or qualifications withextend, any governmental authority Company Permit (in each case, with or other Person required without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not have, individually or in connection with the transactions contemplated by this Agreementaggregate, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madea Company Material Adverse Effect.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own each Company Subsidiary are and have been since April 1, 2017 in compliance with and not in default under or possess all authorizationsin violation of any Laws (including Environmental Laws, approvals, orders, licenses, registrationsemployee benefits and labor Laws, other certificates and permits of and from all governmental regulatory officials and bodies, necessary than with respect to conduct their respective businesses except where the failure any Multiemployer Plan) applicable to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (such Subsidiaries or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting of their respective business in compliance with all lawsproperties or assets, rules and regulations applicable thereto except where such noncompliance could non-compliance, default or violation has not had and would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, no investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiaries is pending or threatened, other than those the outcome of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither The Company and the nature Company Subsidiaries are and have been since January 1, 2019 in possession of all franchises, grants, authorizations, business licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations, clearances and orders of any Governmental Entity or pursuant to any applicable Law necessary for the Company and the Company Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company nor Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Company Permits are in full force and effect, no default (with or without notice, lapse of time or both) has occurred under any such Company Permit and none of its businesses the Company or propertiesany Company Subsidiary has received any written notice from any Governmental Entity threatening to suspend, nor revoke, withdraw or modify any relationship between such Company Permit. (c) Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Company and any other Personthe Company Subsidiaries, taken as a whole, since April 1, 2018, neither the Company nor any circumstance Company Subsidiary, in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part business of the Company or any Company Subsidiary, or, to the Company’s Knowledge, any other third party (including the Company’s or the Company Subsidiaries’ respective Representatives) acting on behalf of the Company or any Company Subsidiary, has (i) taken any action in violation of any applicable Anti-Corruption Law, (ii) offered, authorized, provided or given any payment or thing of value to any Person for the purpose of influencing any act or decision of such Person to unlawfully obtain or retain business or other advantage or (iii) taken any other action that would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any Representative of another company or entity in the course of their business dealings with the Company or any Company Subsidiary in order to unlawfully induce such Person to act against the interest of his or her employer or principal. (d) Since April 1, 2017, neither the Company nor any Company Subsidiary has been subject to any actual, pending, or, to the Company’s Knowledge, threatened civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary or mandatory disclosures to any Governmental Entity involving the Company or any Company Subsidiary in any way relating to applicable Anti-Corruption Laws, except, with respect to any such actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, enforcement actions or voluntary disclosures arising after the date hereof, as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a condition whole. The Company has established and maintains compliance programs and reasonable internal controls and procedures appropriate to satisfy, in all material respects, the requirements of applicable Anti-Corruption Laws. (e) Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the execution Company and delivery of this Agreementthe Company Subsidiaries, taken as a whole, since April 1, 2018, the Registration Rights AgreementCompany and the Company Subsidiaries have at all times conducted their businesses in all respects in accordance with United States economic sanctions Laws administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) and all other applicable Import Restrictions and Export Controls in any countries in which any of the Company and the Company Subsidiaries conduct business. Since April 1, 2018, the Commitment Letter Company and the Company Subsidiaries have maintained in all material respects all records required to be maintained in the Company’s and the Company Subsidiaries’ possession as required under the Import Restrictions and Export Controls. (f) Neither the Company nor any Company Subsidiary, nor, to the Company’s Knowledge, any director, officer, agent, employee or the offer, issuance, sale or delivery affiliate of the Notes at Company or any Company Subsidiary: (i) is, or is owned or controlled by, a Person or entity subject to the Closing, other than the filings, registrations, qualifications sanctions administered by OFAC or consents which shall have been made or obtained included on the Closing Date (List of Specially Designated Nationals and copies Blocked Persons or Foreign Sanctions Evaders, Denied Persons List, Entities List, Debarred Parties List, Excluded Parties List and Terrorism Exclusion List, or any other lists of which shall have been delivered known or suspected terrorists, terrorist organizations or other prohibited Persons made publicly available or provided to the Purchaser). All required consentsCompany or any Company Subsidiary by any Governmental Entity (such entities, approvals Persons or authorizations oforganizations collectively, the “Restricted Parties”) or (ii) has, since April 1, 2018, conducted any business with or engaged in any transaction or arrangement with or involving, directly or indirectly, any Restricted Parties or countries subject to economic or trade sanctions in violation of applicable Law, or notices has otherwise been in violation of any such sanctions, restrictions or any similar Law. Neither the Company nor any Company Subsidiary is subject to any pending or, to the Company’s Knowledge, threatened action by any Governmental Entity that would restrict its ability to engage in export transactions, bar it from exporting or filingsotherwise limit in any material respect its exporting activities or sales to any Governmental Entity, registrations except as has not been and would not reasonably be expected to be, individually or qualifications within the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company nor any governmental authority or other Person required Company Subsidiary has, since April 1, 2018, received any written notice of material deficiencies in connection with any export controls, trade embargoes or economic sanctions matter from OFAC or any other Governmental Entity in its compliance efforts nor, since April 1, 2018, made any voluntary disclosures to OFAC or any other Governmental Entity of facts that could result in any material action being taken or any material penalty being imposed by a Governmental Entity against the transactions contemplated by this AgreementCompany or any Company Subsidiary, except as has not been and would not reasonably be expected to be, individually or in the Notesaggregate, material to the Registration Rights Agreement or Company and the Commitment Letter have been obtained or madeCompany Subsidiaries, taken as a whole. (g) The Company is in compliance in all material respects with the applicable listing and other rules and regulations of NASDAQ.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess are, and since January 1, 2013 have been, in compliance with all authorizationsapplicable Laws, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where such non-compliance would not, individually or in the failure to own or possess all such authorizationsaggregate, approvals, orders, licenses, registrations, other certificates and permits would not have constitute a Company Material Adverse Effect. There is no proceeding pending orSince January 1, to 2013, neither the Knowledge of Company nor its Subsidiaries have received any written notice from any Governmental Entity regarding any actual or alleged noncompliance with any Law by the Company, threatened (its Subsidiaries or any basis therefor known to of the Company) which may cause any such authorizationSeparate Accounts, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result non-compliance would not, individually or in the aggregate, constitute a Company Material Adverse Effect. (b) Neither The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, registrations, approvals and orders of any Governmental Entity (the nature “Company Permits”) necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted, except where the failure to have any of the Company nor of any of its businesses Permits would not, individually or propertiesin the aggregate, nor any relationship between the constitute a Company Material Adverse Effect. The Company and any other Person, nor any circumstance its Subsidiaries are in connection compliance with the offerterms of their respective Company Permits, issuanceexcept as would not, sale individually or delivery in the aggregate, constitute a Company Material Adverse Effect. All Company Permits are in full force and effect, no default (with or without notice, lapse of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization oftime, or notice toboth) has occurred under any such Company Permit, or filing, registration or qualification with, any governmental authority or other Person on the part and none of the Company or its Subsidiaries has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw or modify any such Company Permit, in each case, except as would not, individually or in the aggregate, constitute a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeCompany Material Adverse Effect.

Compliance with Law; Permits. (a) The Each Acquired Company is in compliance in all material respects with and its Subsidiaries own is not in default in any material respect under or possess in violation in any material respect of any xxxxxxxxxx xxxxxxx, xxxxx, local or foreign constitution, law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (collectively, “Laws” and each, a “Law”). None of the Acquired Companies has received or entered into any citations, complaints, consent orders, compliance schedules, or other similar enforcement orders relating to any noncompliance of any of the Acquired Companies with any Laws. None of the Acquired Companies has received any written notice from any Governmental Entity that any of them is not currently compliance with any Laws. Without limiting the generality of the foregoing, neither Seller nor any of the Acquired Companies has received written notice of any claim, action, suit, investigation or proceeding, or to the knowledge of Seller, is aware of any threatened claim, action, suit, investigation or proceeding, that would be reasonably likely to result in a finding that Seller or any of the Acquired Companies is not or has not been in compliance in all material respects with Laws, with respect to the Business, relating to (a) the development, testing, manufacture, packaging, distribution and marketing of products by the Business, (b) employment, safety and health, (c) building, zoning and land use and/or (d) the Foreign Corrupt Practices Act and the rules and regulations promulgated thereunder. (b) Each Acquired Company is in possession of all franchises, grants, authorizations, approvals, orders, licenses, registrationspermits, other certificates easements, variances, exceptions, consents, certificates, approvals and permits orders of any Governmental Entity necessary for the Acquired Companies to own, lease and from all governmental regulatory officials operate their properties and bodiesassets or to carry on the Business as it is now being conducted (the “Seller Permits”), necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits have any of the Seller Permits would not have have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the Business. There is no proceeding pending or, to the Knowledge Each Acquired Company has complied in all material respects with all terms and conditions of the CompanySeller Permits, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company all Seller Permits are in full force and its Subsidiaries are conducting their respective business effect in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result in a Material Adverse Effectmaterial respects. (b) Neither the nature of the Company nor of any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess all authorizations, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits Except as would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect, the Company and each of its Subsidiaries are, and since January 1, 2017 have been, in compliance with and not in conflict with, or in default or violation of, all applicable federal, state, local and foreign laws, statutes, ordinances, common law, rules, regulations, standards, judgments, Orders, writs, injunctions, decrees, arbitration awards, agency requirements, licenses or permits of Governmental Entities (collectively, “Laws” and each, a “Law”). Since January 1, 2017, neither the Company nor any of its Subsidiaries has received any written notice or other written communication from any Governmental Entity regarding any actual or alleged failure to comply with any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company and its Subsidiaries hold all authorizations, licenses, permits, certificates, variances, exemptions, approvals, Orders, registrations and clearances of any Governmental Entity necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets (“Company Permit”), and to carry on and operate their businesses as currently conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since January 1, 2017, the Company has not received any written notice from any Governmental Entity regarding (i) any actual or possible material violation of any Company Permit, or any failure to comply in any respect with any term or requirement of any Company Permit or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or adverse modification of any Company Permit, in each case other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Company Permit is in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) None of the Company or its Subsidiaries, any of their respective directors or officers, nor, to the Company’s Knowledge, any agent or employee of the Company or any of its Subsidiaries, in each case, acting on behalf of the Company or any of its Subsidiaries, has since January 1, 2017, directly or indirectly, (i) used any funds of the Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity or Persons; (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Company or any of its Subsidiaries; or (iii) violated or is in violation of applicable Bribery Legislation. (d) The Company and its Subsidiaries maintain policies and procedures and systems of internal controls as may be required by, and in any event reasonably designed to ensure compliance with, the Bribery Legislation. Neither the nature Company nor any of its Subsidiaries nor any of their respective officers or employees, nor to the Knowledge of the Company, any agents or any other Person acting on their behalf (i) is nor in the past five (5) years has been a Sanctioned Person, (ii) has transacted any business directly or knowingly indirectly with any Sanctioned Person in violation of Sanctions nor (iii) has taken any action that would cause the Company or any Subsidiary to violate any Sanctions. To the Knowledge of the Company, none of the Company nor any Subsidiary is the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to any Bribery Legislation or Sanctions. (e) No representation or warranty shall be deemed to be made in this Section 3.7 in respect of its businesses or properties, nor any relationship between the Company and matters referenced in any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery section of this AgreementArticle III, the Registration Rights Agreementincluding in respect of environmental, the Commitment Letter Tax, employment benefits or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madelabor matters.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess all authorizations, approvals, orders, licenses, registrations, other certificates and permits of and from all governmental regulatory officials and bodies, necessary to conduct their respective businesses except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; ATOM Facility and the Company Transferred Assets have been and its Subsidiaries are conducting their respective business being operated in compliance with all lawsapplicable Laws, rules and regulations applicable thereto except where such noncompliance could not as would not, individually or in the aggregate, reasonably be expected to result in have a Seller Material Adverse Effect. (b) Neither The ATOM Facility has not received any negative findings resulting from an audit from any Governmental Authority that would (i) reasonably be expected to negatively impact the nature Buyer’s ability to comply with its obligations pursuant to the MSSA; or (ii) that resulted in, or would reasonably be expected to result in, a Seller Material Adverse Effect. (c) Other than communications with respect to general chemistry, manufacturing and controls (CMC) matters relating to the Seller’s products or product candidates, the Seller has not received any material communication from the FDA or the European Medicines Agency regarding the ATOM Facility. (d) The Seller is in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for it to own, lease and operate the Transferred Assets and to carry on the operations of the Company nor ATOM Facility as currently conducted (the “Permits”), except where the failure to have, or the suspension or cancellation of, any of the Permits would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. (e) With respect to the ATOM Facility, the Seller has not conducted any internal investigation concerning any alleged violation of any Law by it or any of its businesses respective employees, officers, managers, directors, or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery agents (regardless of the Notes outcome of such investigation) in which it has engaged the services of an outside law firm or accounting firm. (f) Except as would not, individually or in the aggregate, reasonably be expected to materially impair the ownership or operation of the ATOM Facility or the Transferred Assets as currently owned or operated by Seller, the ATOM Facility and the Transferred Assets to be conveyed to Buyer at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall Closing have been maintained in accordance with cGMP. (g) The ATOM Facility and the Transferred Assets do not constitute a “TID U.S. business” as that term is defined in 31 C.F.R. § 800.248. (h) No representation or warranty is made under this Section 3.7 with respect to Taxes or obtained on the Closing Date (environmental matters, which are covered exclusively by Section 3.13 and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made.Section 3.14

Compliance with Law; Permits. (a) The Company and its each Company Subsidiary are and have been since January 1, 2021 in compliance with, and not in default under or in violation of, any Laws (including the Safe and Fair Enforcement for Mortgage Licensing Act of 2008, the Xxxxx-Xxxxx-Xxxxxx Act, the Xxxxxxxx-Xxxxx Act, the Equal Credit Opportunity Act and Regulation B thereunder, the Home Ownership and Equity Protection Act, the Fair Housing Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z thereunder, the Home Mortgage Disclosure Act and Regulation C thereunder, the Fair Debt Collection Practices Act, the Real Estate Settlement Procedures Act and Regulation X, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau and the Federal Housing Finance Agency, Electronic Signatures in Global and National Commerce Act, the Homeowners Protection Act, COVID-19 Measures, Environmental Laws, employee benefits and labor Laws and all other applicable Laws relating to the origination, financing and servicing of Mortgage Loans and debt collection) applicable to the Company or such Company Subsidiary or any of their respective properties or assets, except where such non-compliance, default or violation has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company and the Company Subsidiaries own or possess are and have been since January 1, 2021, in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals, orders, licenses, registrations, other certificates clearances and permits orders of any Governmental Entity or Regulatory Agency or pursuant to any applicable Law necessary for the Company and from all governmental regulatory officials the Company Subsidiaries to own, lease and bodiesoperate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), necessary to conduct their respective businesses except where the failure to own have any of the Company Permits has not had or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Company Permits are in full force and effect, no proceeding pending default (with or without notice, lapse of time or both) has occurred under any such Company Permit and none of the Company or any Company Subsidiary has received any written notice from any Governmental Entity or Regulatory Agency threatening to suspend, revoke, withdraw or modify any such Company Permit. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2020, none of the Company or any Company Subsidiary, or, to the Knowledge of the Company, any third party (including the Company’s or the Company Subsidiaries’ respective Representatives) acting on behalf of the Company or any Company Subsidiary, has (i) taken any action in violation of any applicable Anti-Corruption Law, or (ii) offered, authorized, provided or given any payment or thing of value to any Person, including a “foreign official” (as defined by the FCPA), for the purpose of influencing any act or decision of such Person to unlawfully obtain or retain business or other advantage. (d) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2020, none of the Company or any Company Subsidiary has been subject to any actual, pending, or, to the Knowledge of the Company, threatened (civil, criminal, or administrative Proceedings, or made any voluntary disclosures to any Governmental Entity, involving the Company or any basis therefor known Company Subsidiary in any way relating to applicable Anti-Corruption Laws. The Company and each Company Subsidiary has established and maintains a compliance program and reasonable internal controls and procedures to comply with the requirements of applicable Anti-Corruption Laws. (e) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company, the Company Subsidiaries, and any of the respective directors, officers, employees, or other Persons acting on behalf of the Company or the Company Subsidiaries, are in compliance with, and since January 1, 2020 have complied with, Export Control Laws. (f) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company, the Company Subsidiaries, nor to the Knowledge of the Company, any of their respective directors, officers or employees, or, to the Knowledge of the Company, any Person acting on behalf of the Company or the Company Subsidiaries, respectively, is a Person with whom dealings are prohibited or restricted under any Sanctions. Neither the Company, the Company Subsidiaries, nor to the Knowledge of the Company, any of their respective directors, officers or employees acting on behalf of the Company or the Company Subsidiaries, respectively, is engaged in dealings or transactions in or with any country or any Person that represents a material violation of applicable Sanctions or Export Control Laws. (g) which may cause Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2021, none of the Company or the Company Subsidiaries has been the subject of any such authorizationinvestigation, approvalinquiry, orderor Proceeding, licenseor received any written communication from a Governmental Entity, registrationin each case regarding non-compliance with Sanctions and Export Control Laws, certificate and none of the Company or permit the Company Subsidiaries has conducted or initiated any internal investigations or filed any voluntary disclosures regarding possible violations of Sanctions and Export Control Laws. (h) Except as has not had or would not reasonably be expected to be revokedhave, withdrawnindividually or in the aggregate, canceleda Company Material Adverse Effect, suspended the Company or not renewed; a Company Subsidiary (i) is approved as an issuer, a Seller/Servicer and a lender of the Government National Mortgage Association, the Federal National Mortgage Corporation, the Federal Home Loan Mortgage Corporation, the Federal Housing Administration, the U.S. Department of Veterans Affairs, and the Company Rural Housing Service of the U.S. Department of Agriculture respectively (each of the foregoing entities, a “Mortgage Agency” or collectively, the “Mortgage Agencies”), (ii) since January 1, 2021, has not received any written notice of any cancellation or suspension of, or material limitation on, its status as an approved issuer, Seller/Servicer or lender, as applicable, by any of the Mortgage Agencies, Loan Investors or Insurers, and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could (iii) has not received any written notice indicating that any event has occurred or any circumstance exists that would reasonably be expected to result in a Material Adverse Effect. (b) Neither the nature Company or any of the Company nor Subsidiaries not maintaining its Servicing Rights in respect of any of its businesses Servicing Agreement with a Mortgage Agency, Loan Investor or propertiesInsurer, nor any relationship between the Company and any other Person(iv) since January 1, nor any circumstance 2021, has complied in connection all material respects with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery all Applicable Requirements. For purposes of this Agreement, (x) “Servicing Agreement” means any Contract pursuant to which the Registration Rights AgreementCompany or a Company Subsidiary is obligated to a third party to administer, the Commitment Letter or the offercollect and remit payments of principal and interest, issuanceto collect and forward payments of Taxes and insurance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or made.administer

Compliance with Law; Permits. (a) Since March 31, 2014, the Company and each of its Subsidiaries have been in compliance in all material respects with and have not been in default under or in violation of any applicable Law. Neither the Company nor any of the Company’s Subsidiaries has received any written notice or to the Company’s Knowledge, oral notice, since March 31, 2014 that remains unresolved (i) of any Legal Proceeding by any Governmental Body relating to the Company or any of the Company’s Subsidiaries or (ii) from any Governmental Body alleging that the Company or any of the Company’s Subsidiaries are not in compliance with any applicable Law in any material respect. (b) The Company and its Subsidiaries own or possess are in possession of, and are in compliance with, all franchises, grants, authorizations, approvals, orders, licenses, registrationspermits, other certificates easements, variances, exceptions, consents, certificates, approvals and permits orders of any Governmental Body necessary for the Company and from all governmental regulatory officials its Subsidiaries to own, lease and bodiesoperate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), necessary to conduct their respective businesses except where the failure to own have any Company Permit or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all lawswould not, rules and regulations applicable thereto except where such noncompliance could not individually or in the aggregate, reasonably be expected to result have a Company Material Adverse Effect, and all such Company Permits are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (bc) Neither Since March 31, 2014, (i) neither the nature Company, any of its Subsidiaries, nor, to the Company’s Knowledge, any other Person acting on their behalf, violated or made any unlawful payment under any anti-bribery, anti-corruption or similar Laws and (ii) neither the Company nor any of its Subsidiaries has received any written notice from a Governmental Body that alleges any of the foregoing. To the Company’s Knowledge, there is no allegation, investigation or inquiry regarding the Company’s or any of its Subsidiaries’ actual or possible violation of any anti-bribery, anti-corruption or similar Laws. No director or officer of the Company nor of or any of its businesses the Company’s Subsidiaries has, directly or propertiesindirectly, nor any relationship between the Company and any other Personmade false or misleading statements to, nor any circumstance or attempted to coerce or fraudulently influence, an accountant in connection with the offerany audit, issuancereview, sale or delivery examination of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part financial statements of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery any of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeCompany’s Subsidiaries.

Compliance with Law; Permits. (a) The Company and its Subsidiaries own or possess are, and since July 31, 2015 have been, in compliance with all authorizationsapplicable federal, approvalsstate, local, and foreign laws, statutes, ordinances, rules, regulations, judgments, orders, licensesinjunctions, registrationsdecrees or legally binding agency requirements of Governmental Entities (collectively, other certificates “Laws” and permits of and from all governmental regulatory officials and bodieseach, necessary to conduct their respective businesses a “Law”), except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits non-compliance would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no proceeding pending Since July 31, 2015, neither the Company nor any of its Subsidiaries has (i) received any written notice or, to the Knowledge knowledge of the Company, threatened verbal notice from any Governmental Entity regarding any actual or alleged failure to comply with any Law in any material respect or (ii) provided any notice to any Governmental Entity regarding any material violation by the Company or any basis therefor known Company Subsidiary of any Law. (b) Except as would not reasonably be expected to have, individually or in the Company) which may cause any such authorizationaggregate, approvala Company Material Adverse Effect, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance hold all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Entities, and have filed all tariffs, reports, notices and other documents with all lawsGovernmental Entities necessary for the Company and its Subsidiaries to own, rules lease and regulations applicable thereto except where such noncompliance could operate their properties and assets and to carry on their businesses as currently conducted (the “Company Permits”) and have paid all fees and assessments due and payable in connection therewith. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all Company Permits are valid and in full force and effect, are not subject to any administrative or judicial proceeding that would reasonably be expected to result in a Material Adverse Effectany modification, termination or revocation thereof and, to the knowledge of the Company no suspension or cancellation of any such Company Permit is threatened; and (ii) the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits. (bc) Neither the nature None of the Company nor or its Subsidiaries, or to the knowledge of the Company, any director, officer, employee, agent or other person acting on behalf of the Company or any of its businesses Subsidiaries has, directly or propertiesindirectly, violated or is in violation of, or is aware of any action taken that would result in a violation of, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act of 2010 or its predecessor laws, or any analogous anti-corruption Law in any country or jurisdiction in which the Company or any of its Subsidiaries conduct business (collectively, the “Anti-Corruption Laws”), nor (i) used any relationship between funds of the Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Company or any of its Subsidiaries; (iii) established or maintained any unlawful fund of monies or other assets of the Company or any of its Subsidiaries; (iv) made any fraudulent entry on the books or records of the Company or any of its Subsidiaries; (v) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or any of its Subsidiaries or to influence any act or decision of a foreign government official or other person; or (vi) engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods or services to or for the benefit of, provided any payments or material assistance to, or otherwise engage in or facilitated any transactions with a Prohibited Person. No proceeding by or before any Governmental Entity involving the Company, any Subsidiary of the Company or any Affiliate of the Company, or any of their directors, officers, employees, agents or other persons acting on their behalf, with respect to any Anti-Corruption Law is pending or, to the knowledge of the Company, threatened, nor have any disclosures been submitted to any Governmental Entity with respect to violations of any Anti-Corruption Law by any such person. (d) Since July 31, 2015, the Company and each of its Subsidiaries has conducted its import and export transactions in accordance in all material respects with all applicable U.S. import, export and re-export Laws and controls and all other applicable import, export and re-export Laws and controls in any other Person, nor any circumstance country or jurisdiction in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by which the Company or any of its other obligations hereunder or under Subsidiaries conduct business, including the NotesArms Export Control Act, the Registration Rights Agreement or International Traffic in Arms Regulations, the Commitment LetterExport Administration Regulations and executive orders and laws implemented by OFAC. (e) Since July 31, as 2015, the case may beCompany and its Subsidiaries have obtained all material consents, is such as to require a consentorders and declarations from, approval or authorization of, or notice provided all material notices to, or filing, registration or qualification and made all material filings with, any governmental authority or other Person on all Governmental Entities required for (i) the part export, import and re-export of its products, services and technologies, and (ii) releases of products, services and technologies to foreign nationals located in the U.S. and abroad (the “Export Approvals”), and each of the Company as a condition and its Subsidiaries is and, since July 31, 2015, has been in compliance in all material respects with the terms of all Export Approvals. There are no pending or, to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery knowledge of the Notes at Company, threatened, claims against the Closing, other than the filings, registrations, qualifications Company or consents which shall have been made or obtained on the Closing Date (and copies any of which shall have been delivered its Subsidiaries with respect to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madesuch Export Approvals.

Compliance with Law; Permits. (a) The Each Target Company and its Subsidiaries own or possess System has, for the last three years, complied in all authorizationsmaterial respects with, and is in compliance in all material respects with, all applicable Laws, including Consumer Protection Laws. (b) Each Target Company currently has all approvals, orderspermits, licensesfranchises, registrationsauthorizations and licenses from Governmental Entities, other certificates independent system operators, regional transmission organizations, local distribution companies, and permits utility companies (collectively, “Permits”) that are required for the operation of its respective businesses as presently conducted. True, correct, and from complete copies of all governmental regulatory officials Permits have been provided to Buyer. Each Permit is in full force and bodieseffect since its issuance. No Target Company nor any of its Affiliates has received written or, necessary to Seller’s Knowledge, oral notice of any failure (i) by such Target Company to be in compliance with applicable Laws; (ii) of such Target Company’s Permits required to conduct their respective businesses except where its business to be in full force and effect; or (iii) of such Target Company to comply with such Permits, including to make all declarations and filings with respect to each such Permit to or with each applicable Governmental Entity for the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effectlawful conduct of business. There are no proceedings pending or, to Sellers’ Knowledge, threatened, which would reasonably be expected to result in the revocation or termination of any such Permit or the imposition of any penalty or condition thereunder. To Sellers’ Knowledge, no event has occurred and is continuing that constitutes, or after notice or lapse of time or both would constitute, a material violation of any such Permit, or could reasonably be expected to result in an adverse modification, revocation or termination of, or any other adverse change in, any such Permit. (c) Except for normal examinations conducted by a Governmental Entity in the Ordinary Course of Business of the Target Companies, (i) to Sellers’ Knowledge, no Governmental Entity has initiated or has pending any proceeding pending or, to the Knowledge of Sellers, investigation into the business or operations of any Target Company during the past three years; (ii) there is no unresolved violation, criticism, or exception made in writing by any Governmental Entity that required resolution or remediation by any Target Company, threatened ; and (or iii) there have been no formal inquiries by any basis therefor known Governmental Entity with respect to the Company) which may cause any such authorizationbusiness, approvaloperations, order, license, registration, certificate policies or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not reasonably be expected to result in a Material Adverse Effect. (b) Neither the nature of the Company nor procedures of any of its businesses or properties, nor any relationship between Target Company during the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madepast three years.

Compliance with Law; Permits. (a) The Except as would not be reasonably expected to have a Company Material Adverse Effect, (i) since January 1, 2011, each of the Company and its Subsidiaries own is and has been in compliance with all Laws applicable to it and (ii) none of the Company, any of its Subsidiaries or possess any of its or their executive officers has received during the past five years, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it. (b) Except as would not be reasonably expected to have a Company Material Adverse Effect, each of the Company and its Subsidiaries is in possession of all authorizationspermits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, licenses, registrations, notices or other certificates authorizations of any Governmental Authority necessary for each of the Company and permits its Subsidiaries to own, lease and operate its properties and to carry on its business as currently conducted (the “Permits”). Since January 1, 2011, each of the Company and from all governmental regulatory officials its Subsidiaries is and bodies, necessary to conduct their respective businesses except where the failure to own or possess has been in compliance with all such authorizations, approvals, orders, licenses, registrations, Permits other certificates than such non-compliance that has not had and permits would not reasonably be expected to have a Company Material Adverse Effect. There No suspension, cancellation, modification, revocation or nonrenewal of any Permit is no proceeding pending or, to the Knowledge of the Company, threatened (that has had or any basis therefor known would be reasonably expected to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the have a Company Material Adverse Effect. The Company and its Subsidiaries are conducting their respective business in compliance with will continue to have the use and benefit of all lawsPermits following consummation of the transactions contemplated hereby, rules and regulations applicable thereto except where such noncompliance could as would not be reasonably be expected to result in have a Company Material Adverse Effect. (b) Neither . No Permit is held in the nature name of any employee, officer, director, shareholder, agent or otherwise on behalf of the Company nor of or any of its businesses or properties, nor any relationship between the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeSubsidiaries.

Compliance with Law; Permits. (a) Except as set forth on Section 3.7(a)(i) of the Company Disclosure Letter, the Company and its Subsidiaries since December 31, 2015, have been in compliance with and not in default under or in violation of any applicable federal, state, local or foreign law (including common law), statute, ordinance, rule, regulation, judgment, order, injunction or decree of any Governmental Entity (including Health Care Laws) (collectively, “Laws” and each, a “Law”), and any privacy policies, applicable to the Company and its Subsidiaries, except where such noncompliance, default or violation would not have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth on Schedule 3.7(a)(ii) of the Company Disclosure Letter, the Company and each of the Company’s Subsidiaries are not, and since December 31, 2015 have not been, to the Knowledge of the Company, under investigation with respect to and have not been threatened in writing to be charged with or given written notice of any violation of, any applicable Law or with the applicable listing and corporate governance rules of the NYSE, in each case, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) The Company and its Subsidiaries own or possess are in possession of all franchises, grants, accreditations, registrations, authorizations, approvals, orders, licenses, registrationspermits, other easements, variances, exceptions, consents, certificates, certificates of need, provider numbers, exemptions, approvals and permits of orders of, or required by, any Governmental Entity (“Permits”) necessary for the Company and from all governmental regulatory officials the Company’s Subsidiaries to own, lease and bodiesoperate their properties and assets or to carry on their businesses as they are now being conducted (such Permits, necessary to conduct their respective businesses the “Company Permits”), except where the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits have any of the Company Permits would not have, individually or in the aggregate, a Company Material Adverse Effect. Since December 31, 2015, the Company and its Subsidiaries have maintained, and have been in compliance with all terms and conditions of, all Company Permits and all Company Permits are in full force and effect, except where the failure of any of the foregoing would not have, individually or in the aggregate, a Company Material Adverse Effect. No default has occurred under, and there exists no event that, with or without notice, lapse of time or both, would reasonably be expected to result in a default under, or would give to others any right of revocation, non-renewal, adverse modification or cancellation of, any Company Permit, and neither the Company nor any of its Subsidiaries has received any cease and desist letters with respect to any such Company Permit or written notice from any Governmental Entity threatening to suspend, revoke, withdraw or modify any such Company Permit, except, in each case, as would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as set forth on Section 3.7(c)(i) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries, nor any of their respective directors or officers, nor to the Knowledge of the Company any of their respective other employees, Healthcare Professionals, independent contractors or agents, is or has been, since December 31, 2015, excluded, suspended, debarred from participation, or is otherwise terminated from or ineligible to participate in, any Health Care Program, except for short-term exclusions, suspensions or terminations that were resolved in the ordinary course of business. Except as set forth on Section 3.7(c)(ii) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any written notice that the Company or its Subsidiaries is in violation of any Law applicable to the Company or any of its Subsidiaries or any Company Permit, except for such violations that would not have, individually or in the aggregate, a Company Material Adverse Effect. There is are no proceeding Actions pending or, to the Knowledge of the Company, threatened (or any basis therefor known to the Company) which may cause any such authorization, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could not that would reasonably be expected to result in the revocation, withdrawal, suspension, non-renewal, termination, revocation, or adverse modification or limitation of any such Company Permit or Health Care Program participation, except as would not have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, since December 31, 2015, there is no claim or action pending against the Company under any federal or state whistleblower statute, including under the False Claims Act, 31 U.S.C. §§ 3729-3733. (d) Except as set forth on Section 3.7(d) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or has any ongoing reporting obligations pursuant to or under any corporate integrity agreements, deferred prosecution agreements, monitoring agreements, consent decrees, settlement orders, or similar agreements with or imposed by any Governmental Entity with respect to any Health Care Law. (e) All billing, claims, reporting and documentation practices of the Company and its Subsidiaries are, and since December 31, 2015 have been, in compliance with all Health Care Laws and legally enforceable Health Care Program requirements, except as would not have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has, since December 31, 2015, billed, received or retained any payment or reimbursement in violation of applicable Health Care Laws or legally enforceable Health Care Program requirements, except as would not have, individually or in the aggregate, a Company Material Adverse Effect. (bf) Neither Except as would not have, individually or in the nature aggregate, a Company Material Adverse Effect, to the Knowledge of the Company, each of the physicians and mid-level providers (e.g., nurse practitioners, physician assistants, certified-registered nurse anesthetists), performing clinical or professional healthcare services on behalf of the Company or its Subsidiaries, whether as an employee or independent contractor (each, a “Healthcare Professional” and collectively, the “Healthcare Professionals”): (i) currently holds, in good standing, all Permits required by any applicable Law or Governmental Entity to perform the services in the states that such Healthcare Professional is practicing or performing professional services on behalf of the Company or its Subsidiaries; and (ii) to the extent required, holds requisite staff privilege and is in good standing with, each of the hospitals and other healthcare facilities at or for which such Healthcare Professional performs medical services on behalf of the Company or its Subsidiaries. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor of any of its businesses Subsidiaries has since December 31, 2015 received written notice that any current Healthcare Professional is not in compliance with applicable Health Care Laws, or propertiesis under investigation by, or is not in good standing with, any Health Care Program. (g) The Company and its Subsidiaries use reasonable best efforts to protect the privacy of sensitive data, including nonpublic information, personal information and protected or regulated health information (“Sensitive Data”), that the Company or any of its Subsidiaries collects, uses, stores, maintains, processes or transmits and to prevent unauthorized access to, and use or disclosure of, such data by any unauthorized Person, except as would not have, individually or in the aggregate, a Company Material Adverse Effect. Since December 31, 2015, neither the Company nor any relationship between of its Subsidiaries, or, to the Knowledge of the Company, any third Person acting on behalf of the Company or any of its Subsidiaries, has suffered any material breach of security of, and to the Knowledge of the Company no Person had unauthorized access to, any Sensitive Data that the Company or any of its Subsidiaries (or a third Person acting on behalf of the Company or any of its Subsidiaries) collects, uses, stores, maintains, processes or transmits. Each of the Company and any other Personits Subsidiaries that are Covered Entities or Business Associates (as defined under HIPAA) has undertaken all necessary risk assessments or risk analyses required under HIPAA, nor any circumstance except as would not have, individually or in connection with the offeraggregate, issuancea Company Material Adverse Effect. Neither the execution, sale delivery or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any governmental authority or other Person on the part of the Company as a condition to the execution and delivery of this Agreement, nor the Registration Rights Agreement, the Commitment Letter or the offer, issuance, sale or delivery consummation of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies any of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority or other Person required in connection with the transactions contemplated by this Agreement, including any transfer of Protected Health Information (as defined in 45 C.F.R. § 160.103) (“PHI”) resulting from such transactions, will violate any policies of the NotesCompany or its Subsidiaries or any privacy agreements to which the Company or its Subsidiaries are a party as such policies or privacy agreements currently exist, except as would not have, individually or in the aggregate, a Company Material Adverse Effect. (h) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2013, none of the Company or its Subsidiaries or, to the Knowledge of the Company, any agent, employee or other Person acting on behalf of any of the foregoing, (i) is or has been in violation of any Anti-Corruption Law, or (ii) has directly or indirectly made, offered, agreed, requested an offer, promise or authorization of any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment. The Company and its Subsidiaries (A) have instituted and adhered to policies and procedures reasonably designed to ensure compliance with applicable Anti-Corruption Laws and Import and Export Laws in all material respects, (B) have maintained such policies and procedures in full force and effect, (C) have not been subject to any pending Action by a Governmental Entity or, to the Knowledge of the Company, threatened with any Action by a Governmental Entity that alleges any material violation of any of the Anti-Corruption Laws or Import and Export Laws and (D) have not made a voluntary disclosure to a Governmental Entity in respect of any of the Anti-Corruption Laws or Import and Export Laws. Since January 1, 2013, the Registration Rights Agreement Company and its Subsidiaries have at all times conducted their export and import and related transactions (to the extent that the Company and its Subsidiaries have conducted any such transactions) in accordance with all applicable Import and Export Laws, except as would not have, individually or in the Commitment Letter have been obtained aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries and, to the Knowledge of the Company, no other Person acting on behalf of the Company or madeany of its Subsidiaries, including any officer, director, employee, agent and Affiliate thereof, is a Sanctioned Person, or since January 1, 2013 has engaged in, or is now engaging in, any dealings or transactions with any Sanctioned Person or in violation of Sanctions.

Compliance with Law; Permits. (a) The Except as would not reasonably be expected to be materially adverse to the Company, the Company and each of its Subsidiaries own are, and since January 1, 2017 have been, in compliance in all material respects with and not in conflict in any material respect with, or possess in material default or material violation of, all authorizationsapplicable federal, approvalsstate, orderslocal, licensestransnational and foreign laws, registrationsacts, other certificates and codes, statutes, ordinances, common law, rules, regulations, standards, judgments, Orders, writs, injunctions, decrees, arbitration awards, agency requirements, licenses or permits of Governmental Entities (collectively, “Laws” and from all governmental regulatory officials and bodieseach, necessary to conduct their respective businesses except where a “Law”). Since January 1, 2017, neither the failure to own or possess all such authorizations, approvals, orders, licenses, registrations, other certificates and permits would not have a Material Adverse Effect. There is no proceeding pending orCompany nor any of its Subsidiaries has received, to the Knowledge of the Company, threatened (any notice or other communication from any basis therefor known Governmental Entity regarding any actual or alleged failure to the Company) which may cause comply with any such authorizationLaw, approval, order, license, registration, certificate or permit to be revoked, withdrawn, canceled, suspended or not renewed; and the Company and its Subsidiaries are conducting their respective business in compliance with all laws, rules and regulations applicable thereto except where such noncompliance could as would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (b) Neither The Company and its Subsidiaries hold all authorizations, licenses, permits, certificates, variances, exemptions, approvals, Orders, registrations and clearances of any Governmental Entity necessary for the nature Company and its Subsidiaries to own, lease and operate their properties and assets (“Company Permit”), and to carry on and operate their businesses as currently conducted, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Since January 1, 2017, the Company has not received any written notice from any Governmental Entity regarding (i) any actual or possible material violation of any Company Permit, or any failure to comply in any respect with any term or requirement of any Company Permit or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or adverse modification of any Company Permit, in each case other than as would not , individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Company Permit is in full force and effect and has not been suspended, revoked, cancelled or adversely modified, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not be materially adverse to the Company, to the Knowledge of the Company, the licensee of each Company Permit is, and since January 1, 2017, has been, in compliance with such Company Permit and has fulfilled and performed all of its obligations in all respects with respect thereto, no event has occurred which, with or without notice or the lapse of time or both, would constitute a default or violation of any Company Permit. To the Knowledge of the Company, there has not been any event, condition or circumstance that would preclude any Company Permit from being renewed in the ordinary course (to the extent that such Company Permit is renewable by its terms), except where the failure thereof to be renewed has not had and would not reasonably be expected to have a Material Adverse Effect. (c) During the last five (5) years, the Company and each of its Subsidiaries have been in compliance with applicable Bribery Legislation. None of the Company or its Subsidiaries, or any of their respective directors or officers or, to the Company’s Knowledge, any employee, agent, or third-party representative of the Company or any of its Subsidiaries, in each case, acting on behalf of the Company or any of its Subsidiaries, has in the last five (5) years, directly or indirectly, (i) used any funds of the Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity or Persons or (ii) made any payment to Governmental Entities, officials or employees of Governmental Entities, or any other Person in violation of applicable Bribery Legislation. The Company and its Subsidiaries maintain and, in the last five (5) years, have maintained books and records that are accurate in all material respects, and adhere and, in the last five (5) years, have adhered to a system of commercially reasonable policies, procedures, and internal controls, as may be required by, and in any event that are reasonably designed to prevent, deter, and detect violations of, applicable Bribery Legislation. To the Knowledge of the Company, none of the Company nor any Subsidiary is, or in the last five (5) years has been, the subject of any internal or external allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to any Bribery Legislation. (d) During the last five (5) years, neither the Company nor any of its businesses Subsidiaries nor any of their respective directors, or propertiesofficers, nor any relationship between to the Company and any other Person, nor any circumstance in connection with the offer, issuance, sale or delivery of the Notes at the Closing, nor the performance by the Company of its other obligations hereunder or under the Notes, the Registration Rights Agreement or the Commitment Letter, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification withCompany’s Knowledge, any governmental authority employee, agent or other Person on the part third-party representative of the Company as or any of its Subsidiaries, in each case acting on behalf of the Company or any of its Subsidiaries, has (i) been a condition Sanctioned Person, (ii) transacted any business directly or knowingly indirectly with any Sanctioned Person in violation of Sanctions nor (iii) taken any action that would cause the Company or any Subsidiary to violate any Sanctions, Ex-Im Laws, or U.S. anti-boycott requirements (collectively, “Trade Control Laws”). To the execution and delivery Knowledge of this Agreementthe Company, none of the Company nor any Subsidiary is, or in the last five (5) years has been, the Registration Rights Agreementsubject of any internal or external allegation, the Commitment Letter or the offervoluntary disclosure, issuanceinvestigation, sale or delivery of the Notes at the Closing, other than the filings, registrations, qualifications or consents which shall have been made or obtained on the Closing Date (and copies of which shall have been delivered to the Purchaser). All required consents, approvals or authorizations of, or notices to or filings, registrations or qualifications with, any governmental authority prosecution or other Person required in connection with the transactions contemplated by this Agreement, the Notes, the Registration Rights Agreement or the Commitment Letter have been obtained or madeenforcement action related to any Trade Control Laws.