Common use of Compliance with Law; Permits Clause in Contracts

Compliance with Law; Permits. (a) Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company and each of its Subsidiaries are in compliance with and are not 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 (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. Since January 1, 2008, 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 have, individually or in the aggregate, a Company Material Adverse Effect. (b) 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 Company Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Government 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”), except where the failure to have any of the Company Permits 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 is, and each of its Subsidiaries 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 have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Law; Permits. (a) Except as set forth in Section 3.7 of the Company Disclosure Schedulewith respect to Gaming Laws, the Company and each of its Subsidiaries are in compliance with with, and are not in default under or in violation of 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 have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its 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 Company and its Subsidiaries, taken as a whole. Since January 1, 20082012, neither the Company nor any of its Subsidiaries has received any written notice or, to the knowledge of 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 where such violation or failure 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 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, notices and other documents with all Government 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”), except where the failure to have any of possess or 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. All 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 administrative or judicial proceeding that could 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 would not have, individually or in the aggregate, a . Company Material Adverse Effect. The Company is, and each of its Subsidiaries is, is in material compliance in all respects with the terms and requirements of such all Company Permits, except where the failure to be in compliance such noncompliance has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Law; Permits. (a) Except as set forth in Section 3.7 of the Company Disclosure Schedule, the The Company and each of its Subsidiaries are in compliance with with, and are not in default under or in violation of 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. Since January 1, 20082010, 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 have, individually or in the aggregate, a Company Material Adverse Effect. (b) 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, notices and other documents with all Government 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”), except where the failure to have any of the Company 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 is, and each of its Subsidiaries is, is in compliance in all respects with the terms and requirements of such all Company Permits, except where the failure to be in compliance would not have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Law; Permits. (a) Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company ETP and each of its Subsidiaries are in compliance with with, and are not in default under or in violation of 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 an ETP Material Adverse Effect. Since January 1, 20082010, neither the Company ETP nor any of its Subsidiaries has received any written notice or, to the CompanyETP’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 aggregate, a Company an ETP Material Adverse Effect. (b) The Company ETP 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 ETP Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices, notices and other documents with all Government Governmental Entities necessary for the Company ETP 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 ETP Permits”), except where the failure to have any of the Company ETP Permits or to have filed such tariffs, reports, notices or other documents would not have, individually or in the aggregate, a Company an ETP Material Adverse Effect. All Company ETP 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 termination, or revocation thereof would not have, individually or in the aggregate, a Company an ETP Material Adverse Effect. The Company ETP is, and each of its Subsidiaries is, in compliance in all respects with the terms and requirements of such Company ETP Permits, except where the failure to be in compliance would not have, individually or in the aggregate, a Company an ETP Material Adverse Effect.

Compliance with Law; Permits. (a) Except as set forth in Section 3.7 of the Company Disclosure Schedule, the The Company and each of its the Company’s Subsidiaries are are, and since January 1, 2020 have been, in compliance with and are 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, 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. Since January 1, 2008, 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 have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company and its the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificatescertificates and approvals issued by any Governmental Entity which are material to the Company and its Subsidiaries, approvals, clearances, permissions, qualifications taken as a whole and registrations and orders of all 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 Government Entities necessary for the Company and its the Company’s Subsidiaries to own, lease and operate their properties and assets and to lawfully 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, 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 thereofeffect, 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 is, and each of its Subsidiaries 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 have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not otherwise be material to the Company and its Subsidiaries, taken as a whole, (x) neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any of their respective directors, officers, employees, agents and other persons acting on behalf of the Company or any of its Subsidiaries (in their capacity as such), are, and during the past five (5) years, have been in compliance with (i) the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1, et seq.), the U.K. Xxxxxxx Xxx 0000, and any similar anti-corruption Law (collectively, “Anti-corruption Laws”) and (ii) all applicable anti-money laundering laws (“Money Laundering Laws”) and (y) for the past three (3) years (i) there has been no voluntary disclosure to or claim, complaint, charge, investigation, or proceeding by a Governmental Entity, or any pending (or, to the Knowledge of the Company, threatened) litigation, in each case relating to Anti-corruption Laws or Money Laundering Laws, involving the Company, any of its Subsidiaries, or any person acting on behalf of the Company or any of its Subsidiaries (in their capacity as such). The Company and its Subsidiaries maintain policies and procedures reasonably designed to ensure compliance in all material respects with Anti-corruption Laws and Money Laundering Laws. (d) Except as set forth on Section 3.10(d) of the Company Disclosure Letter or as would not otherwise be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any of their respective officers, directors, employees, any agent or person acting on its or any Subsidiary’s behalf (in their capacity as such) is currently or in the last three (3) years has been: (i) a Sanctioned Person; (ii) operating in, organized in, conducting business with or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Sanctions and Export Control Laws or U.S. anti-boycott requirements. Except as set forth on Section 3.10(d) of the Company Disclosure Letter or as would not otherwise be material to the Company and its Subsidiaries, taken as a whole, (x) within the last three (3) years, there have been no claims, complaints, charges, investigations, voluntary disclosures, or proceedings by any Governmental Entity under Sanctions and Export Control Laws involving the Company or any of its Subsidiaries and (y) the Company and its Subsidiaries maintain policies and procedures reasonably designed to ensure compliance with Sanctions and Export Control Laws.

Compliance with Law; Permits. (a) Except as set forth in Section 3.7 of the Company Disclosure Schedule, the The Company and each of its Subsidiaries are and each of the Company Joint Ventures are, and since January 1, 2005, have been, in compliance with and are not 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 (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. Since January 1Notwithstanding anything contained in this Section 3.7(a), 2008, neither no representation or warranty shall be deemed to be made in this Section 3.7(a) in respect of 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 matters referenced in Section 3.4 or possible violation ofSection 3.5, or failure to comply within respect of environmental, any LawTax, except as would not have, individually employee benefits or in the aggregate, a Company Material Adverse Effectlabor Law matters. (b) The Company and its Subsidiaries and each of the Company Joint Ventures are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations approvals and orders of all any 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 Government Entities Entity necessary for the Company and each of its Subsidiaries to own, lease and operate their respective properties and assets and or to carry on their respective businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits 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 thereofeffect, 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 isEach of the Company, its Subsidiaries and each of its Subsidiaries isthe Company Joint Ventures have made all filings with all state, in compliance provincial and foreign authorities and obtained all registrations and authorizations required for the offer and sale of franchises in all states and provinces in the United States and Canada, and all foreign jurisdictions, where it offers or has offered or sold franchises, including all amendment and renewal filings, and the Uniform Franchise Offering Circulars and any other franchise disclosure document (“UFOCs”) used in connection with the offer and sale of franchises for the brands comply in all material respects with the terms and requirements of such Company Permitsapplicable Laws, rules and regulations, except where the failure to be in compliance make such filings, obtain such registrations and authorizations or to so comply would not have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Law; Permits. (a) Except as set forth in Section 3.7 of the Company Disclosure Schedule, the The Company and each of its the Company's Subsidiaries are in compliance with and are not in default under or in violation of any applicable (i) any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgmentdecree, orderagency requirement, injunction, decree license or agency requirement permit of any Governmental Entity (collectively, “Laws” "LAWS" and each, a “Law”)"LAW") or (ii) Order, in each case, applicable to the Company, such Subsidiaries or any of their respective properties or assets 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 or Orders would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1Notwithstanding anything contained in this Section 3.7(a), 2008, neither no representation or warranty shall be deemed to be made in this Section 3.7(a) in respect of 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 ofmatters referenced in Section 3.5, or failure to comply within respect of environmental, any LawTax, except as would not have, individually employee benefits or in the aggregate, a Company Material Adverse Effectlabor Laws matters. (b) The Company and its the Company's Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations approvals and orders of all any 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 Government Entities Entity necessary for the Company and its the Company's Subsidiaries to own, lease and operate their properties and assets and or to carry on their businesses as they are now being conducted (the “Company Permits”"COMPANY PERMITS"), except where the failure to have any of the 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 thereofeffect, 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 isand the Company's Subsidiaries are, and each of its Subsidiaries isat all times since April 1, 2004 have been, in compliance in all respects with the terms and requirements conditions of the Company Permits, and neither the Company nor any of the Company's Subsidiaries has received written 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 violations or failures that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company's Subsidiaries has received written notice that any of the Company Permits will not be renewed, and there are no actions, suits, inquiries, investigations or proceedings pending to revoke or withdraw any such Company Permits, except where the failure to be in compliance for such non-renewals, revocations or withdrawals that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Law; Permits. (a) Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company BRE and each of its Subsidiaries are in compliance with with, and are not in default under or in violation of of, any applicable federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree decree, settlement or agency requirement of any Governmental Entity (collectively, “Laws” "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 Company Material Adverse Effect. Since January 1December 31, 20082012, neither the Company BRE nor any of its Subsidiaries has received any written notice or, to the Company’s BRE'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 aggregate, a Company Material Adverse Effect. (b) The Company BRE 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, notices and other documents with all Government Governmental Entities necessary for the Company BRE 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 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 is, BRE and each of its Subsidiaries is, is in compliance in all respects with the terms and requirements of such Company all Permits, except where the failure to be in compliance would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Each of BRE, its Subsidiaries and each third-party operator of any of the Oil and Gas Interests of BRE and its Subsidiaries (with respect to such interests) is, and since December 31, 2012 has been, in compliance with applicable Laws and Orders, except where the failure to be in compliance would not have, individually or in the aggregate, a Material Adverse Effect. (d) Except where the failure to be in compliance would not have, individually or in the aggregate, a Material Adverse Effect, since December 31, 2012, (i) none of BRE, any Subsidiary of BRE, or any director, officer, employee, auditor, accountant or representative of BRE or any Subsidiary of BRE, 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 BRE or any Subsidiary of BRE or any material concerns from employees of BRE or any Subsidiary of BRE regarding questionable accounting or auditing matters with respect to BRE any or any Subsidiary of BRE, and (ii) no attorney representing BRE or any Subsidiary of BRE, whether or not employed by BRE or any Subsidiary of BRE, has reported in writing evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by BRE, any Subsidiary of BRE or any of their respective officers, directors, employees or agents to the Board of Directors of BRE or any committee thereof, or to the General Counsel or Chief Executive Officer of BRE.

Compliance with Law; Permits. (a) Except as set forth in Section 3.7 of the Company Disclosure Schedule, the The Company and each of its Subsidiaries are since November 1, 2018, have been in compliance with and are not in default under or in violation of any Law applicable federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of any Governmental Entity (collectively, “Laws” to the Company and each, a “Law”)its Subsidiaries, except where such non-compliancenoncompliance, default or violation has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1To the Knowledge of the Company, 2008, neither the Company nor any and each of its Subsidiaries has received any written notice or, to the Company’s knowledgeSubsidiaries are not, other communication from any and since November 1, 2018 have not been, under investigation by a Governmental Entity regarding with respect to and have not been threatened in writing to be charged with or given written notice of any actual or possible violation of, any applicable Law or failure to comply withwith the applicable listing and corporate governance rules of NASDAQ, any Lawin each case, except as has not had and 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, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations approvals and orders of all of, or required by, any 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 Government Entities Entity (“Permits”) necessary for the Company and its the Company’s Subsidiaries to own, lease and operate their properties and assets and or to carry on their businesses as they are now being conducted (such Permits, the “Company Permits”), except where the failure to have any of the Company Permits has not had and 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 thereofeffect, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. The Company isNo default has occurred under, and each 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 ishas received any cease and desist letters with respect to any such Company Permits or written notice from any Governmental Entity threatening to suspend, revoke, withdraw or modify any such Company Permit, in compliance in all respects with the terms and requirements of such Company Permitseach case, except where the failure to be in compliance as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) None of the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any of their respective employees, officers, representatives or agents (in each case, acting in the capacity of an employee or representative of the Company or its Subsidiaries) has directly or indirectly (i) used any funds (whether of the Company or its Subsidiaries or otherwise) for unlawful contributions, gifts or entertainment or other unlawful expenses relating to political activity, (ii) made, offered, promised, paid, given, authorized the payment or giving of, solicited or accepted any unlawful payment to or from any foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, (iii) engaged in any dealings or transactions with any Sanctioned Person or in violation of Sanctions or (iv) violated any provision of any Anti-Corruption Laws or Import and Export Laws or any rules or regulations promulgated thereunder, anti-money laundering laws or any rules or regulations promulgated thereunder, or any applicable Law of similar effect, except, in each case, as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. Since November 1, 2018, and through the date of this Agreement, the Company and its Subsidiaries have not received any written communication that alleges any of the foregoing, or made a voluntary disclosure in connection with any Anti-Corruption Laws or Import and Export Laws. The Company and its Subsidiaries and, to the Knowledge of the Company, any of their respective representatives or agents (in each case, acting in the capacity of an employee or representative of the Company or 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 and (B) have maintained such policies and procedures in full force and effect, except in each case as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. (d) The Company and its Subsidiaries use reasonable best efforts (i) to protect the privacy of sensitive data, including nonpublic information, 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, maintains, transmits or in any way processes or controls, and (ii) to prevent unauthorized access to, and use or disclosure of, such data by any unauthorized Person, except in each case as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. Except in each case, as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect, since November 1, 2018, to the Knowledge of the Company, the Company and its Subsidiaries have been in compliance with and are not in default under or in violation of any applicable Law relating to privacy, security or security breach notification requirements applicable to the Company, its Subsidiaries or the operation of their respective businesses, and to the Knowledge of the Company, neither the Company nor any of its Subsidiaries, nor any third Person acting on behalf of the Company or any of its Subsidiaries, has had a breach of security of any 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, maintains, transmits or in any way processes or controls, except in each case as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Law; Permits. (a) Except as set forth in Section 3.7 of To the Company Disclosure ScheduleCompany’s Knowledge, the Company and each of its Subsidiaries are are, and since January 1, 2008 have been, in compliance with and are not 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 or undertaking to or agreement with 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. Since January 1, 2008, 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 have, individually or in the aggregate, a Company Material Adverse Effect. (b) The To the Company’s Knowledge, 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 approvals and orders of all any 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 Government Entities Entity necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and 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, individually or in the aggregate, a Company Material Adverse Effect. All To the Company’s Knowledge, 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 thereofeffect, 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 No suspension or cancellation of any of the Company isPermits is pending or, and each of its Subsidiaries isto the Company’s Knowledge, in compliance in all respects with the terms and requirements of such Company Permitsthreatened, except where the failure to be in compliance such suspension or cancellation would not havenot, individually or in the aggregate, have a Company Material Adverse Effect. To the Company’s Knowledge, the Company and its Subsidiaries are not 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 a Company Material Adverse Effect. As of the date of this Agreement, to the Company’s Knowledge, 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.