Common use of Compliance with Law; Permits Clause in Contracts

Compliance with Law; Permits. (a) 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 August 23, 2018, any written notice of, and to the Knowledge of the Company, no investigation or review 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 would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company and its Subsidiaries hold all Permits necessary for the lawful conduct of their respective businesses as they are presently being conducted, (ii) all Permits are in full force and effect, (iii) the Company and its Subsidiaries are in compliance with the terms of the Permits, (iv) there are no pending or, to the Knowledge of the Company, threatened, modifications, amendments, cancellations, suspensions, limitations, nonrenewals or revocations of any Permit, and (v) there has occurred no event which (whether with notice or lapse of time or both) could reasonably be expected to result in or constitute the basis for such a modification, amendment, cancellation, suspension, limitation, nonrenewal or revocation thereof.

Compliance with Law; Permits. (a) 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 August 23January 1, 2018, any written notice of, and to the Knowledge of the Company, no investigation or review 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 would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company and its Subsidiaries hold all Permits necessary for the lawful conduct of their respective businesses as they are presently being conducted, (ii) all Permits are in full force and effect, (iii) the Company and its Subsidiaries are in compliance with the terms of the Permits, (iv) there are no pending or, to the Knowledge of the Company, threatened, modifications, amendments, cancellations, suspensions, limitations, nonrenewals or revocations of any Permit, and (v) there has occurred no event which (whether with notice or lapse of time or both) could reasonably be expected to result in or constitute the basis for such a modification, amendment, cancellation, suspension, limitation, nonrenewal or revocation thereof.

Compliance with Law; Permits. (a) Neither the Company nor any of its Subsidiaries (i) is in material violation or default of the Charter Documents Each of the Company and its Subsidiaries is, and from January 1, 2022 (in the case of the Company) and the later of January 1, 2022 and such Subsidiary’s respective date of incorporation, formation or any organization (in the case of its Subsidiariesa Subsidiary) has been, (ii) in compliance with and is not in default under or in violation or default of any Order applicable federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, settlement, Order, arbitration award or agency requirement having the force of law of any Governmental Entity, including common law (collectively, “Laws” and each, a “Law”), except for where such violations and defaults that non-compliance, default or violation would not have or reasonably be expected to result inhave, individually or in the aggregate, a Company Material Adverse Effect or (iiiEffect. Anything contained in this Section 4.7(a) has received, since August 23, 2018, any written notice of, and to the Knowledge of the Companycontrary notwithstanding, no investigation representation or review warranty shall be deemed to be made in this Section 4.7(a) in respect of environmental, tax, intellectual property, employee benefits or labor Law matters, each of which is in process or threatened addressed by any Governmental Authority with respect to, any material violation or alleged violation other sections of any Order or Lawthis Article IV. (b) Except as would notnot have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) without limiting the generality of Section 4.7(a), within the past three (3) years, none of the Company, any of its 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, the Company 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 the Company nor any of its Significant Subsidiaries, nor any director, officer or employee of the Company or any Significant Subsidiary of the Company, are, or in the past three (3) years has been, subject to any actual, pending, or, to Knowledge of the Company, threatened civil, criminal, or administrative actions or governmental investigations, inquiries or enforcement actions, or made any voluntary disclosures to any governmental authority, involving the Company or any Significant Subsidiary of the Company relating to alleged violations of applicable anti-bribery Laws; (iii) without limiting the generality of Section 4.7(a) in any way, in the past three (3) years, neither the Company, any of its Significant Subsidiaries, or any employee, officer, or director of the Company or any of its Significant Subsidiaries nor to the Knowledge of the Company, 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 the Company, the Company’s Significant Subsidiaries and, to the Knowledge of the Company, their respective Affiliates (x) has conducted its business in compliance with all applicable 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 the Company and its Significant Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity required by Law for the Company and its Significant 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 or reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect, (i) the . All Company and its Subsidiaries hold all Permits necessary for the lawful conduct of their respective businesses as they are presently being conducted, (ii) all Permits are in full force and effect, (iii) 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 Company Material Adverse Effect. No suspension or cancellation of any of the Company and its Subsidiaries are in compliance with the terms of the Permits, (iv) there are no Permits is pending or, to the Knowledge of the Company, threatened, modificationsexcept where such suspension or cancellation would not have, amendmentsindividually or in the aggregate, cancellationsa Company Material Adverse Effect. The Company and its Significant Subsidiaries are not, suspensionsand from January 1, limitations2022 have not been, nonrenewals in violation or revocations of breach of, or default under, any Company Permit, and (v) there except where such violation, breach or default would not have, individually or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, to the Knowledge of the Company, no event or condition has occurred no event 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 Significant Subsidiaries under, any Company Permit, or has caused (whether or would cause) an applicable Governmental Entity to fail or refuse to issue, renew, extend, any Company Permit (in each case, with or without notice or lapse of time or both) could ), except for violations, breaches, defaults, losses, accelerations or failures that would not have or reasonably be expected to result have, individually or in or constitute the basis for such aggregate, a modification, amendment, cancellation, suspension, limitation, nonrenewal or revocation thereofCompany Material Adverse Effect.

Compliance with Law; Permits. (a) 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 August 23October 28, 20182019, any written notice of, and to the Knowledge of the Company, no investigation or review 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 3.12(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 hold all Permits necessary for the lawful conduct of their respective businesses as they are presently being conducted, (ii) all Permits are in full force and effect, (iii) the Company and its Subsidiaries are in compliance with the terms of the Permits, (iv) there are no pending or, to the Knowledge of the Company, threatened, modifications, amendments, cancellations, suspensions, limitations, nonrenewals or revocations of any Permit, and (v) there has occurred no event which (whether with notice or lapse of time or both) could reasonably be expected to result in or constitute the basis for such a modification, amendment, cancellation, suspension, limitation, nonrenewal or revocation thereof.

Compliance with Law; Permits. (a) 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 material 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 Law or (iii) except as disclosed in Schedule 3.12, has received, since August 23, 2018, received any written notice of, and to the Knowledge of the Company, no investigation or review 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 would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the The Company and its Subsidiaries hold all material Permits necessary for the lawful conduct of their respective businesses as they are presently being conducted, (ii) all . All material Permits are in full force and effect, (iii) the . The Company and its Subsidiaries are in compliance with the terms of the all material Permits, (iv) there . There are no pending or, to the Knowledge of the Company, threatened, modifications, amendments, cancellations, suspensions, limitations, nonrenewals or revocations of any material Permit, and (v) there . There has occurred no event which (whether with notice or lapse of time or both) could reasonably be expected to result in or constitute the basis for such a modification, amendment, cancellation, suspension, limitation, nonrenewal or revocation thereof. Copies of all material Permits that have been obtained by the Company or any of its Subsidiaries and copies of applications for material Permits made by the Company or any of its Subsidiaries have been made available in the VDR or in the Counsel VDR at least two (2) Business Days prior to the date hereof.

Compliance with Law; Permits. (a) Neither the The Company nor any of and its Subsidiaries (i) is are, and since October 1, 2011 have been, in material violation or default of compliance with all Laws affecting the Charter Documents of the Company or any of its Subsidiaries, (ii) is in violation or default of any Order or any LawCompany’s business, except for where such violations and defaults that non-compliance would not reasonably be expected to result innot, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect or (iiiEffect. This Section 3.9(a) has received, since August 23, 2018, any written notice of, and to the Knowledge of the Company, no investigation or review is in process or threatened by any Governmental Authority shall not apply with respect toto environmental matters, any material violation employee benefit matters, labor matters, Tax matters or alleged violation of any Order or LawIntellectual Property matters, those being addressed in Sections 3.10, 3.11, 3.14, 3.15 and 3.16, respectively. (b) Except The Company and its Subsidiaries are in possession of, and since October 1, 2011 have been in compliance with, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, registrations, approvals and orders of any Governmental Entity (the “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 Permits would not, individually or in the aggregate, reasonably be expected to result in 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 the Company or its Subsidiaries has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw, modify or decline to renew any such Company Permit, in each case, except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, (i) the Company and its Subsidiaries hold all Permits necessary for the lawful conduct of their respective businesses as they are presently being conducted, (ii) all Permits are in full force and effect, (iii) the Company and its Subsidiaries are in compliance with the terms of the Permits, (iv) there are no pending or, to the Knowledge of the Company, threatened, modifications, amendments, cancellations, suspensions, limitations, nonrenewals or revocations of any Permit, and (v) there has occurred no event which (whether with notice or lapse of time or both) could reasonably be expected to result in or constitute the basis for such a modification, amendment, cancellation, suspension, limitation, nonrenewal or revocation thereof.

Compliance with Law; Permits. (a) Neither the The Company nor any of and its Subsidiaries (i) is are, and since July 1, 2013 have been, in all material violation respects, in compliance with all Laws affecting the Company’s business and no Governmental Entity has issued any written notice or default of the Charter Documents of notification stating that the Company or any of its SubsidiariesSubsidiaries is not in compliance with any Law. (b) The Company and its Subsidiaries are in possession of all franchises, (ii) is in violation or default grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, registrations, approvals and orders of any Order or any LawGovernmental Entity (the “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 for such violations and defaults that where the failure to have any of the Company Permits would not reasonably be expected to result innot, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect Effect. All Company Permits are in full force and effect, no default (with or (iiiwithout notice, lapse of time, or both) has receivedoccurred under any such Company Permit, since August 23, 2018, and none of the Company or its Subsidiaries has received any written notice of, and to the Knowledge of the Company, no investigation or review is in process or threatened by from any Governmental Authority with respect toEntity threatening to suspend, revoke, withdraw or modify any material violation or alleged violation of any Order or Law. (b) Except such Company Permit, in each case, except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, (i) the Company and its Subsidiaries hold all Permits necessary for the lawful conduct of their respective businesses as they are presently being conducted, (ii) all Permits are in full force and effect, (iii) the Company and its Subsidiaries are in compliance with the terms of the Permits, (iv) there are no pending or, to the Knowledge of the Company, threatened, modifications, amendments, cancellations, suspensions, limitations, nonrenewals or revocations of any Permit, and (v) there has occurred no event which (whether with notice or lapse of time or both) could reasonably be expected to result in or constitute the basis for such a modification, amendment, cancellation, suspension, limitation, nonrenewal or revocation thereof.

Compliance with Law; Permits. (a) 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 Except as would not reasonably be expected to result inexpected, individually or in the aggregate, to have a Parent Material Adverse Effect or Effect, (iiia) has received, since August 23, 2018, neither Parent nor any written notice ofof its Subsidiaries (including Merger Sub) is, and to the Knowledge of the Companysince December 31, no investigation or review is 2015 has been, in process or threatened by any Governmental Authority with respect to, any material violation or alleged violation of any Order or Law. Law applicable to them or any of their respective properties and (b) Except each of Parent and its Subsidiaries (including Merger Sub) has all Permits necessary to conduct its business substantially in the manner in which such businesses are currently conducted. Since December 31, 2015, (x) neither Parent nor any of its Subsidiaries (including Merger Sub) has received any written notice, or to the knowledge of Parent, oral notice, from any Governmental Authority asserting that such Governmental Authority intends to revoke, suspend or to not renew any Permit, (b) there has occurred no violation of, or default (with or without notice or lapse of time, or both) under, any Permit, and all such Permits are valid and in full force and effect, except, in each case, as would notnot reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. As of the date of this Agreement, there are not pending or, to the knowledge of Parent, threatened, Proceedings which would reasonably be expected to result in the termination, revocation, cancellation, non-renewal or impairment of any Permits except as would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect, (i) the Company and its Subsidiaries hold all Permits necessary for the lawful conduct of their respective businesses as they are presently being conducted, (ii) all Permits are in full force and effect, (iii) the Company and its Subsidiaries are in compliance with the terms of the Permits, (iv) there are no pending or, to the Knowledge of the Company, threatened, modifications, amendments, cancellations, suspensions, limitations, nonrenewals or revocations of any Permit, and (v) there has occurred no event which (whether with notice or lapse of time or both) could reasonably be expected to result in or constitute the basis for such a modification, amendment, cancellation, suspension, limitation, nonrenewal or revocation thereof.

Compliance with Law; Permits. (a) 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 August 23October 28, 20182019, any written notice of, and to the Knowledge of the Company, no investigation or review 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 3.12(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 hold all Permits necessary for the lawful conduct of their respective businesses as they are presently being conducted, (ii) all Permits are in full force and effect, (iii) the Company and its Subsidiaries are in compliance with the terms of the Permits, (iv) there are no pending or, to the Knowledge of the Company, threatened, modifications, amendments, cancellations, suspensions, limitations, nonrenewals or revocations of any Permit, and (v) there has occurred no event which (whether with notice or lapse of time or both) could reasonably be expected to result in or constitute the basis for such a modification, amendment, cancellation, suspension, limitation, nonrenewal or revocation thereof. (c) The Company does not produce, design, test, manufacture, fabricate, or develop one or more critical technologies as defined in 31 C.F.R. §800.215.

Compliance with Law; Permits. (a) 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 August 23January 1, 20182019, any written notice of, and to the Knowledge of the Company, no investigation or review 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 3.12(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 hold all Permits necessary for the lawful conduct of their respective businesses as they are presently being conducted, (ii) all Permits are in full force and effect, (iii) the Company and its Subsidiaries are in compliance with the terms of the Permits, (iv) there are no pending or, to the Knowledge of the Company, threatened, modifications, amendments, cancellations, suspensions, limitations, nonrenewals or revocations of any Permit, and (v) there has occurred no event which (whether with notice or lapse of time or both) could reasonably be expected to result in or constitute the basis for such a modification, amendment, cancellation, suspension, limitation, nonrenewal or revocation thereof.

Compliance with Law; Permits. (a) Neither the Company nor any of its Subsidiaries (i) is in material violation or default of the Charter Documents Company’s Restated Certificate of Incorporation (the Company “Restated Certificate”) or its Bylaws (the “Bylaws”), or the organizational documents of any of its Subsidiaries, (ii) is in violation or default of any Order judicial or administrative judgment, decision, decree, order, settlement, injunction, writ, stipulation, determination, award or Permit (each, an “Order”) or any U.S. or foreign statute, law (including, without limitation, common law), code, ordinance, rule or regulation (including the Sxxxxxxx-Xxxxx Act of 2002) (each, a “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 August 23January 1, 20182004, any written notice of, and to the Knowledge knowledge of the Company, no investigation or review is in process or threatened by any Governmental Authority governmental authority with respect to, any material violation or alleged violation of any Order or Law. (b) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company and its Subsidiaries hold all Permits necessary for the lawful conduct of their respective businesses as they are presently being conducted, (ii) all Permits are in full force and effect, (iii) the Company and its Subsidiaries are in compliance with the terms of the Permits, (iv) there are no pending or, to the Knowledge knowledge of the Company, threatened, modifications, amendments, cancellations, suspensions, limitations, nonrenewals or revocations of any Permit, and (v) there has occurred no event which (whether with notice or lapse of time or both) could reasonably be expected to result in or constitute the basis for such a modification, amendment, cancellation, suspension, limitation, nonrenewal or revocation thereof.

Compliance with Law; Permits. (a) Neither the Company nor any of its Subsidiaries (i) is in material violation or default of the Charter Documents Certificate of Incorporation or the Company Bylaws, or the organizational documents of 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 August 23January 1, 20182008, any written notice of, and to the Knowledge knowledge of the Company, no investigation or review 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 would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company and its Subsidiaries hold all Permits necessary for the lawful conduct of their respective businesses as they are presently being conducted, (ii) all Permits are in full force and effect, (iii) the Company and its Subsidiaries are in compliance with the terms of the Permits, (iv) there are no pending or, to the Knowledge knowledge of the Company, threatened, modifications, amendments, cancellations, suspensions, limitations, nonrenewals or revocations of any Permit, and (v) there has occurred no event which (whether with notice or lapse of time or both) could reasonably be expected to result in or constitute the basis for such a modification, amendment, cancellation, suspension, limitation, nonrenewal or revocation thereof.

Compliance with Law; Permits. (a) 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 August 23January 1, 20182020, any written notice of, and to the Knowledge of the Company, no investigation or review 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 would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company and its Subsidiaries hold all Permits necessary for the lawful conduct of their respective businesses as they are presently being conducted, (ii) all Permits are in full force and effect, (iii) the Company and its Subsidiaries are in compliance with the terms of the Permits, (iv) there are no pending or, to the Knowledge of the Company, threatened, modifications, amendments, cancellations, suspensions, limitations, nonrenewals non-renewals or revocations of any Permit, and (v) there has occurred no event which (whether with notice or lapse of time or both) could reasonably be expected to result in or constitute the basis for such a modification, amendment, cancellation, suspension, limitation, nonrenewal or revocation thereof.

Compliance with Law; Permits. (a) Neither the Company nor any of its Subsidiaries (i) is in material violation or default of the Charter Documents Each of the Company and its Subsidiaries is and, for the past three years, has been in compliance with all Laws applicable to it or by which any of its Subsidiariestheir respective properties, (ii) is in violation rights or default of any Order or any Lawassets are bound, 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 August 23, 2018, any written notice of, and to the Knowledge of the Company, no investigation or review 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 would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, . (ib) Each of the Company and its Subsidiaries hold is in possession of all Permits permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for each of the lawful conduct Company and its Subsidiaries to own, lease and operate its properties and to carry on its business as currently conducted (the “Permits”), except where the failure to have, or the suspension or cancellation of, any of their respective businesses as they are presently being conductedthe Permits would not, (ii) all Permits are individually or in full force and effectthe aggregate, (iii) the reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms Permits and no suspension or cancellation of any of the Permits, (iv) there are no Permits is pending or, to the Knowledge of the Company, threatened, modificationsexcept, amendmentsin each case, cancellationswhere the failure to so comply, suspensionsor the suspension or cancellation of, limitationsany of the Permits would not, nonrenewals individually or revocations of any Permitin the aggregate, and (v) there has occurred no event which (whether with notice or lapse of time or both) could reasonably be expected to result in have a Material Adverse Effect. (c) No representation or constitute the basis for such a modificationwarranty is made under this Section 3.8 with respect to ERISA, amendmentTaxes or environmental matters, cancellationwhich are covered exclusively by Section 3.10, suspensionSection 3.14 and Section 3.15, limitation, nonrenewal or revocation thereofrespectively.

Compliance with Law; Permits. (a) 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 August 23March 26, 20182021, any written notice of, and to the Knowledge of the Company, no investigation or review 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 3.12(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 hold all Permits necessary for the lawful conduct of their respective businesses as they are presently being conducted, (ii) all Permits are in full force and effect, (iii) the Company and its Subsidiaries are in compliance with the terms of the Permits, (iv) there are no pending or, to the Knowledge of the Company, threatened, modifications, amendments, cancellations, suspensions, limitations, nonrenewals or revocations of any Permit, and (v) there has occurred no event which (whether with notice or lapse of time or both) could reasonably be expected to result in or constitute the basis for such a modification, amendment, cancellation, suspension, limitation, nonrenewal or revocation thereof.

Compliance with Law; Permits. (a) 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 Except as would not reasonably be expected to result in, individually or in the aggregate, have a Company Material Adverse Effect or (iii) has receivedEffect, since August 23December 31, 2018, (i) each member of the Company Group and, to the extent related to the business of the Company Group, each officer and employee of the Company Group, has been in compliance with all Applicable Laws and (ii) no member of the Company Group nor, to the extent related to the business of the Company Group, officer or employee of the Company Group has received any written notice of(or, and to the Knowledge of the Company, no investigation or review is in process or threatened oral) notice asserting any violation by any Governmental Authority with respect to, member of the Company Group or by any material violation or alleged violation such Person of any Order or Applicable Law. (b) Except as would not, individually or in the aggregate, not reasonably be expected to result in have a Company Material Adverse Effect, (i) since December 31, 2018, each member of the Company Group and, to the extent related to the business of the Company Group, each employee of the Company Group has held all licenses, registrations, franchises, permits, orders, approvals and authorizations (collectively, “Permits”) that are required by it in order to permit it to own or lease its Subsidiaries hold properties and assets and to conduct its business under and pursuant to all Permits necessary for the lawful conduct of their respective businesses as they are presently being conducted, Applicable Laws and (ii) all such Permits are in full force and effecteffect and are not subject to any suspension, (iii) the Company and its Subsidiaries are in compliance with the terms of the Permitscancellation, (iv) there are no pending ormodification or revocation or any Proceedings related thereto, and, to the Knowledge of the Company, no such suspension, cancellation, modification or revocation or Proceeding is threatened, modifications, amendments, cancellations, suspensions, limitations, nonrenewals or revocations of any Permit, and . (vc) there has occurred no event which (whether with notice or lapse of time or both) could Except as would not reasonably be expected to result in have a Company Material Adverse Effect, since December 31, 2018, each member of the Company Group has filed all registrations, reports, notices and other material filings required to be filed by such member (including Form ADV) with any Governmental Authority, including all amendments or constitute supplements to any of the basis for such a modification, amendment, cancellation, suspension, limitation, nonrenewal or revocation thereofabove (the “Filings”).