Common use of Compliance with Law; Permits Clause in Contracts

Compliance with Law; Permits. (a) None of the Seller Entities, the Rexam Entities and the Purchased Entities is in violation of any Laws applicable to the conduct of the Business except, in each case, as would not, individually or in the aggregate, have or reasonably be expected to have an Adverse Effect; provided, however, that this Section 2.14 does not apply with respect to Intellectual Property, Environmental Laws and any Environmental Permits required thereunder, labor relations matters or employee benefits matters, or Taxes, which are exclusively the subject of the representations and warranties in Sections 2.10, 2.15, 2.16, 2.17 and 2.18, respectively. (b) Except as set forth on Section 2.14(b) of the Seller Disclosure Letter, the Seller Entities, the Rexam Entities or the Purchased Entities hold all Permits necessary under applicable Laws for the conduct of the Business as presently conducted (the “Business Permits”), other than any such Business Permits the absence of which would not, individually or in the aggregate, have or reasonably be expected to have an Adverse Effect. As of the date of this Agreement, no Action is pending, or to the Knowledge of Seller, threatened, seeking the revocation or cancellation of any such Business Permit. (c) Other than in connection with the Rexam Transaction, none of the Seller Entities, the Rexam Entities and the Purchased Entities has given an undertaking to, or is subject to an order of, or investigation or enquiry by, any court or Governmental Authority (including any national competition authority and/or the EC) to the extent related to the Business under any anti-trust or similar legislation in any jurisdiction where any Seller Entity or Rexam Entity or Purchased Entity is active other than any such undertaking, order, investigation or inquiry which would not, individually or in the aggregate, have or reasonably be expected to have an Adverse Effect.

Compliance with Law; Permits. (a) None Ranger and each of its Subsidiaries hold all permits, licenses, exemptions, consents, certificates, authorizations, registrations and other approvals from Governmental Bodies required to operate their respective businesses as they are being conducted as of the Seller Entitiesdate hereof (collectively, the Rexam Entities “Permits”), and all of such Permits are in full force and effect, except where the Purchased Entities is in violation of failure to obtain or have any Laws applicable to the conduct of the Business except, in each case, as would notsuch Permit would, individually or in the aggregate, have or not reasonably be expected to have an a Ranger Material Adverse Effect; provided, howeverand no proceeding is pending or, that to the knowledge of Ranger, threatened to revoke, suspend, cancel, terminate or adversely modify any such Permit. Neither Ranger nor any of its Subsidiaries is in material violation of, or in default under, any Law, in each case applicable to Ranger or any of its Subsidiaries or any of their respective assets and properties. Notwithstanding the foregoing, this Section 2.14 does 3.17 shall not apply with respect to Intellectual PropertyTaxes, Environmental Laws and any Environmental Permits required thereunderemployee benefit plans, environmental matters, labor relations and employment matters or employee benefits regulatory matters, or Taxes, which are the subjects exclusively the subject of the representations and warranties in Sections 2.10Section 3.11, 2.15Section 3.16, 2.16Section 3.18, 2.17 Section 3.19 and 2.18Section 3.20, respectively. (b) Except as set forth None of Ranger, any of Ranger’s Subsidiaries, any of their respective officers or employees or, to the knowledge of Ranger, any of its suppliers, distributors, licensees or agents, or any other Person acting on Section 2.14(bbehalf of Ranger or any of its Subsidiaries, directly or indirectly, has (i) made or received any payments in violation of any Law (including the Seller Disclosure LetterU.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Body where either the Seller Entitiescontribution, the Rexam Entities payment, commission, rebate, promotional allowance, gift or other economic benefit, or the Purchased Entities hold all Permits necessary purpose thereof, was illegal under applicable Laws for any Law (including the conduct of the Business as presently conducted U.S. Foreign Corrupt Practices Act) (the any such payment, a “Business PermitsProhibited Payment”), other than ; (ii) provided or received any such Business Permits the absence of which would not, individually product or services in the aggregate, have or reasonably be expected to have an Adverse Effect. As of the date of this Agreement, no Action is pending, or to the Knowledge of Seller, threatened, seeking the revocation or cancellation violation of any such Business Permit. Law (cincluding the U.S. Foreign Corrupt Practices Act); or (iii) Other than in connection with the Rexam Transaction, none of the Seller Entities, the Rexam Entities and the Purchased Entities has given an undertaking to, or is been subject to an order of, or any investigation or enquiry by, by any court or Governmental Authority (including Body with regard to any national competition authority and/or the EC) to the extent related to the Business under any anti-trust or similar legislation in any jurisdiction where any Seller Entity or Rexam Entity or Purchased Entity is active other than any such undertaking, order, investigation or inquiry which would not, individually or in the aggregate, have or reasonably be expected to have an Adverse EffectProhibited Payment.

Compliance with Law; Permits. (a) None of the Seller Entitiesand Subsidiary are in compliance with all, the Rexam Entities and the Purchased Entities is are not in violation of any, law, ordinance, order, decree, rule or regulation of any Laws applicable governmental agency or authority, the violation of or noncompliance with which could reasonably be expected to have a material adverse effect on the Business or any of the Purchased Assets. Without limiting the generality of this Section 4.11(a), there are no unresolved (i) proceedings or investigations instituted or, to the conduct best knowledge of the Seller, threatened, by any such governmental authorities against Seller or Subsidiary relating to the Business, or (ii) citations issued or, to the best knowledge of the Seller, threatened against Seller, Subsidiary or the Business exceptby any governmental authorities, in each caseor (iii) other notices of deficiency or charges of violation brought or, as would notto the best knowledge of the Seller, threatened against Seller, Subsidiary or the Business, including under any federal or state regulation or otherwise, which could reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the Business or reasonably be expected to have an Adverse Effect; provided, however, that this Section 2.14 does not apply with respect to Intellectual Property, Environmental Laws and any Environmental Permits required thereunder, labor relations matters or employee benefits mattersof the Purchased Assets, or Taxesinterfere with the maintenance, which are exclusively or the subject transfer or reissuance to Buyer, of the representations and warranties in Sections 2.10permits, 2.15licenses, 2.16franchises, 2.17 and 2.18certificates, respectivelyauthorizations or any right to operate held by Seller or Subsidiary; and, to the best knowledge of Seller, there are no facts or circumstances upon which any such proceedings, investigations, citations, notices, disallowances or charges may be instituted, issued or brought hereafter. (b) Except as set forth on Section 2.14(bSchedule 4.11(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 Business, that are held by Seller or Subsidiary (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 Seller Disclosure LetterBusiness, as it has been conducted since its inception, and all of such Licenses and Permits are in full force and effect at the Seller Entities, the Rexam Entities or the Purchased Entities hold all Permits necessary under applicable Laws for the conduct date hereof and will be as of the Business as presently conducted (the “Business Permits”Closing. The Seller has provided Buyer with true, correct and complete copies of each License and Permit listed in Schedule 4.11(b), other than any such Business Permits the absence of which would not, individually . Seller and Subsidiary are in compliance in all material respects with all conditions or in the aggregate, have requirements imposed by or reasonably be expected to have an Adverse Effect. As of the date of this Agreement, no Action is pending, or to the Knowledge of Seller, threatened, seeking the revocation or cancellation of any such Business Permit. (c) Other than in connection with the Rexam Transaction, none such Licenses and Permits and with respect to its use of the Purchased Assets and operation of the Business, and neither Seller Entitiesnor Subsidiary has received any notice, the Rexam Entities and the Purchased Entities has given an undertaking tonor does Seller have any knowledge or reason to believe, that any governmental authority intends to cancel, terminate or is subject to an order of, materially modify any of such Licenses or investigation Permits or enquiry by, any court or Governmental Authority (including any national competition authority and/or the EC) to the extent related to the Business under any anti-trust or similar legislation in any jurisdiction where any Seller Entity or Rexam Entity or Purchased Entity is active other than that valid grounds for any such undertakingcancellation, ordertermination or material modification currently exist, investigation or inquiry which would notexcept that, individually or in by reason of change of ownership of the aggregateBusiness, have or reasonably be expected to have an Adverse Effect.certain

Compliance with Law; Permits. (a) None Union and each of its Subsidiaries hold all permits, licenses, exemptions, consents, certificates, authorizations, registrations and other approvals from Governmental Bodies required to operate their respective businesses as they are being conducted as of the Seller Entitiesdate hereof (collectively, the Rexam Entities “Permits”), and all of such Permits are in full force and effect, except where the Purchased Entities is in violation of failure to obtain or have any Laws applicable to the conduct of the Business except, in each case, as would notsuch Permit would, individually or in the aggregate, have or not reasonably be expected to have an a Union Material Adverse Effect; provided, howeverand no proceeding is pending or, that to Union’s Knowledge, threatened to revoke, suspend, cancel, terminate or adversely modify any such Permit. Neither Union nor any of its Subsidiaries is in material violation of, or in default under, any Law, in each case applicable to Union or any of its Subsidiaries or any of their respective assets and properties. Notwithstanding the foregoing, this Section 2.14 does 3.17 shall not apply with respect to Intellectual PropertyTaxes, Environmental Laws and any Environmental Permits required thereunderemployee benefit plans, environmental matters, labor relations and employment matters or employee benefits regulatory matters, or Taxes, which are the subjects exclusively the subject of the representations and warranties in Sections 2.10Section 3.11, 2.15Section 3.16, 2.16Section 3.17(c), 2.17 Section 3.19 and 2.18Section 3.20, respectively. (b) Except as set forth None of Union, any of Union’s Subsidiaries, any of their respective officers or employees or, to Union’s Knowledge, any of its suppliers, distributors, licensees or agents, or any other Person acting on Section 2.14(bbehalf of Union or any of its Subsidiaries, directly or indirectly, has (i) made or received any payments in violation of any Law (including the Seller Disclosure LetterU.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Body where either the Seller Entitiescontribution, the Rexam Entities payment, commission, rebate, promotional allowance, gift or other economic benefit, or the Purchased Entities hold all Permits necessary purpose thereof, was illegal under applicable Laws for any Law (including the conduct of the Business as presently conducted U.S. Foreign Corrupt Practices Act) (the any such payment, a “Business PermitsProhibited Payment”), other than ; (ii) provided or received any such Business Permits the absence of which would not, individually product or services in the aggregate, have or reasonably be expected to have an Adverse Effect. As of the date of this Agreement, no Action is pending, or to the Knowledge of Seller, threatened, seeking the revocation or cancellation violation of any such Business PermitLaw (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Body with regard to any Prohibited Payment. (c) Other than in connection with the Rexam Transaction, none of the Seller Entities, the Rexam Entities and the Purchased Entities has given an undertaking to, or Union is subject to an order of, or investigation or enquiry by, any court or Governmental Authority (including any national competition authority and/or the EC) to the extent related to the Business under any anti-trust or similar legislation in any jurisdiction where any Seller Entity or Rexam Entity or Purchased Entity its own “ultimate parent entity” as such term is active other than any such undertaking, order, investigation or inquiry which would not, individually or defined in the aggregate, have or reasonably be expected to have an Adverse EffectHSR Act.

Compliance with Law; Permits. (a) None To the Knowledge of the Seller EntitiesCompany, each of the Rexam Entities Company and its Significant Subsidiaries is, and since January 1, 2020 (in the case of the Company) and the Purchased Entities later of January 1, 2020 and such Significant Subsidiary’s respective date of incorporation, formation or organization (in the case of a Significant Subsidiary) has been, in compliance with and is not in default under or in violation of any Laws 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 where such non-compliance, default or violation would not have or reasonably be expected to the conduct of the Business except, in each case, as would nothave, individually or in the aggregate, a Company Material Adverse Effect. Anything contained in this Section 5.7(a) to the contrary notwithstanding, no 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) Without limiting the generality of Section 5.7(a), none of the Company, any of its Significant Subsidiaries or, to the Knowledge of the Company, any of their respective joint venture partners, joint interest owners, variable interest entity owners, consultants, agents or representatives of any of the foregoing (in their respective capacities as such), has (i) materially violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, the Bribery Act or applicable European Union laws and regulations regulating payments to government officials or employees, as applicable, or any similar Law of any other applicable jurisdiction or (ii) except as would not have or reasonably be expected to have an Adverse Effect; provided, however, that this Section 2.14 does not apply with respect to Intellectual Property, Environmental Laws and any Environmental Permits required thereunder, labor relations matters or employee benefits matters, or Taxes, which are exclusively the subject of the representations and warranties in Sections 2.10, 2.15, 2.16, 2.17 and 2.18, respectively. (b) Except as set forth on Section 2.14(b) of the Seller Disclosure Letter, the Seller Entities, the Rexam Entities or the Purchased Entities hold all Permits necessary under applicable Laws for the conduct of the Business as presently conducted (the “Business Permits”), other than any such Business Permits the absence of which would nothave, individually or in the aggregate, a Company Material Adverse Effect, made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official. (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 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 would not have an 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 Permits is pending or, to the Knowledge of the Company, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Significant Subsidiaries are not, and since January 1, 2020 have not been, in violation or breach of, or default under, any Company Permit, 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, no Action is pending, or to the Knowledge of Sellerthe Company, threatenedno event or condition has occurred or exists which would result in a violation of, seeking the revocation breach, default or cancellation loss of any such Business Permit. (c) Other than in connection with the Rexam Transactiona benefit under, none or acceleration of an obligation of the Seller EntitiesCompany or any of its Significant Subsidiaries under, the Rexam Entities and the Purchased Entities has given an undertaking toany Company Permit, or is subject has caused (or would cause) an applicable Governmental Entity to an order offail or refuse to issue, or investigation or enquiry byrenew, extend, any court Company Permit (in each case, with or Governmental Authority (including any national competition authority and/or the EC) 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 the extent related to the Business under any anti-trust or similar legislation in any jurisdiction where any Seller Entity or Rexam Entity or Purchased Entity is active other than any such undertaking, order, investigation or inquiry which would nothave, individually or in the aggregate, have or reasonably be expected to have an a Company Material Adverse Effect.

Compliance with Law; Permits. (a) None Trooper and each of its Subsidiaries hold all permits, licenses, exemptions, consents, certificates, authorizations, registrations and other approvals from Governmental Bodies required to operate their respective businesses as it is being conducted as of the Seller Entitiesdate hereof (collectively, the Rexam Entities “Permits”), and all of such Permits are in full force and effect, except where the Purchased Entities is in violation of failure to obtain or have any Laws applicable to the conduct of the Business except, in each case, as would notsuch Permit would, individually or in the aggregate, have or not reasonably be expected to have an a Trooper Material Adverse Effect; provided, howeverand no proceeding is pending or, that to the knowledge of Trooper, threatened to revoke, suspend, cancel, terminate or adversely modify any such Permit. Neither Trooper nor any of its Subsidiaries is in material violation of, or in default under, any Law, in each case applicable to Trooper or any of its Subsidiaries or any of their respective assets and properties. Notwithstanding the foregoing, this Section 2.14 does 4.17 shall not apply with respect to Intellectual PropertyTaxes, Environmental Laws and any Environmental Permits required thereunderemployee benefit plans, environmental matters, labor relations and employment matters or employee benefits regulatory matters, or Taxes, which are the subjects exclusively the subject of the representations and warranties in Sections 2.10Section 4.11, 2.15Section 4.16, 2.16Section 4.18, 2.17 Section 4.19 and 2.18Section 4.20, respectively. (b) Except as set forth None of Trooper, any of Trooper’s Subsidiaries, any of their respective officers or employees or, to the knowledge of Trooper, any of its suppliers, distributors, licensees or agents, or any other Person acting on Section 2.14(bbehalf of Trooper or any of its Subsidiaries, directly or indirectly, has (i) made or received any payments in violation of any Law (including the Seller Disclosure LetterU.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Body where either the Seller Entitiescontribution, the Rexam Entities payment, commission, rebate, promotional allowance, gift or other economic benefit, or the Purchased Entities hold all Permits necessary purpose thereof, was illegal under applicable Laws for any Law (including the conduct of the Business as presently conducted U.S. Foreign Corrupt Practices Act) (the any such payment, a “Business PermitsProhibited Payment”), other than ; (ii) provided or received any such Business Permits the absence of which would not, individually product or services in the aggregate, have or reasonably be expected to have an Adverse Effect. As of the date of this Agreement, no Action is pending, or to the Knowledge of Seller, threatened, seeking the revocation or cancellation violation of any such Business Permit. Law (cincluding the U.S. Foreign Corrupt Practices Act) Other than in connection with the Rexam Transaction, none of the Seller Entities, the Rexam Entities and the Purchased Entities has given an undertaking to, or is (iii) been subject to an order of, or any investigation or enquiry by, by any court or Governmental Authority (including Body with regard to any national competition authority and/or the EC) to the extent related to the Business under any anti-trust or similar legislation in any jurisdiction where any Seller Entity or Rexam Entity or Purchased Entity is active other than any such undertaking, order, investigation or inquiry which would not, individually or in the aggregate, have or reasonably be expected to have an Adverse EffectProhibited Payment.

Compliance with Law; Permits. (a) None Visor and each of its Subsidiaries hold all permits, licenses, exemptions, consents, certificates, authorizations, registrations and other approvals from Governmental Bodies required to operate their respective businesses as it is being conducted as of the Seller Entitiesdate hereof (collectively, the Rexam Entities “Permits”), and all of such Permits are in full force and effect, except where the Purchased Entities is in violation of failure to obtain or have any Laws applicable to the conduct of the Business except, in each case, as would notsuch Permit would, individually or in the aggregate, have or not reasonably be expected to have an a Visor Material Adverse Effect; provided, howeverand no proceeding is pending or, that to Visor’s Knowledge, threatened to revoke, suspend, cancel, terminate or adversely modify any such Permit. Neither Visor nor any of its Subsidiaries is in material violation of, or in default under, any Law, in each case applicable to Visor or any of its Subsidiaries or any of their respective assets and properties. Notwithstanding the foregoing, this Section 2.14 does 4.17 shall not apply with respect to Intellectual PropertyTaxes, Environmental Laws and any Environmental Permits required thereunderemployee benefit plans, environmental matters, labor relations and employment matters or employee benefits regulatory matters, or Taxes, which are the subjects exclusively the subject of the representations and warranties in Sections 2.10Section 4.11, 2.15Section 4.16, 2.16Section 4.18, 2.17 Section 4.19 and 2.18Section 4.20, respectively. (b) Except as set forth None of Visor, any of Visor’s Subsidiaries, any of their respective officers or employees or, to Visor’s Knowledge, any of its suppliers, distributors, licensees or agents, or any other Person acting on Section 2.14(bbehalf of Visor or any of its Subsidiaries, directly or indirectly, has (i) made or received any payments in violation of any Law (including the Seller Disclosure LetterU.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Body where either the Seller Entitiescontribution, the Rexam Entities payment, commission, rebate, promotional allowance, gift or other economic benefit, or the Purchased Entities hold all Permits necessary purpose thereof, was illegal under applicable Laws for any Law (including the conduct of the Business as presently conducted U.S. Foreign Corrupt Practices Act) (the any such payment, a “Business PermitsProhibited Payment”), other than ; (ii) provided or received any such Business Permits the absence of which would not, individually product or services in the aggregate, have or reasonably be expected to have an Adverse Effect. As of the date of this Agreement, no Action is pending, or to the Knowledge of Seller, threatened, seeking the revocation or cancellation violation of any such Business PermitLaw (including the U.S. Foreign Corrupt Practices Act) or (iii) been subject to any investigation by any Governmental Body with regard to any Prohibited Payment. (c) Other than in connection with the Rexam Transaction, none of the Seller Entities, the Rexam Entities and the Purchased Entities has given an undertaking to, or Visor is subject to an order of, or investigation or enquiry by, any court or Governmental Authority (including any national competition authority and/or the EC) to the extent related to the Business under any anti-trust or similar legislation in any jurisdiction where any Seller Entity or Rexam Entity or Purchased Entity its own “ultimate parent entity” as such term is active other than any such undertaking, order, investigation or inquiry which would not, individually or defined in the aggregate, have or reasonably be expected to have an Adverse EffectHSR Act.

Compliance with Law; Permits. (a) None ReShape and each of its Subsidiaries hold all Permits from Governmental Bodies required to operate their respective businesses as they are being conducted as of the Seller Entitiesdate hereof, and all of such Permits are in full force and effect, except where the Rexam Entities and the Purchased Entities is in violation of failure to obtain or have any Laws applicable to the conduct of the Business except, in each case, as would notsuch Permit would, individually or in the aggregate, have or not reasonably be expected to have an a Material Adverse Effect; providedEffect on ReShape, howeverand no proceeding is pending or, that to the knowledge of ReShape, threatened to revoke, suspend, cancel, terminate or adversely modify any such Permit. Neither ReShape nor any of its Subsidiaries is in material violation of, or in default under, any Law, in each case applicable to ReShape or any of its Subsidiaries or any of their respective assets and properties. Notwithstanding the foregoing, this Section 2.14 does 3.17 shall not apply with respect to Intellectual PropertyTaxes, Environmental Laws and any Environmental Permits required thereunderemployee benefit plans, environmental matters, labor relations and employment matters or employee benefits regulatory matters, or Taxes, which are the subjects exclusively the subject of the representations and warranties in Sections 2.10Section 3.11, 2.15Section 3.16, 2.16Section 3.18, 2.17 Section 3.19 and 2.18Section 3.20, respectively. (b) Except as set forth None of ReShape, any of ReShape’s Subsidiaries, any of their respective officers or employees or, to the knowledge of ReShape, any of its suppliers, distributors, licensees or agents, or any other Person acting on Section 2.14(bbehalf of ReShape or any of its Subsidiaries, directly or indirectly, has (i) made or received any payments in violation of any Law (including the Seller Disclosure LetterU.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Body where either the Seller Entitiescontribution, the Rexam Entities payment, commission, rebate, promotional allowance, gift or other economic benefit, or the Purchased Entities hold all Permits necessary purpose thereof, was illegal under applicable Laws for any Law (including the conduct of the Business as presently conducted U.S. Foreign Corrupt Practices Act) (the any such payment, a “Business PermitsProhibited Payment”), other than ; (ii) provided or received any such Business Permits the absence of which would not, individually product or services in the aggregate, have or reasonably be expected to have an Adverse Effect. As of the date of this Agreement, no Action is pending, or to the Knowledge of Seller, threatened, seeking the revocation or cancellation violation of any such Business Permit. Law (cincluding the U.S. Foreign Corrupt Practices Act); or (iii) Other than in connection with the Rexam Transaction, none of the Seller Entities, the Rexam Entities and the Purchased Entities has given an undertaking to, or is been subject to an order of, or any investigation or enquiry by, by any court or Governmental Authority (including Body with regard to any national competition authority and/or the EC) to the extent related to the Business under any anti-trust or similar legislation in any jurisdiction where any Seller Entity or Rexam Entity or Purchased Entity is active other than any such undertaking, order, investigation or inquiry which would not, individually or in the aggregate, have or reasonably be expected to have an Adverse Effect.Prohibited Payment. ​ ​

Compliance with Law; Permits. (a) None To the Knowledge of Parent, each of Parent and its Significant Subsidiaries is, and since January 1, 2020 (in the Seller Entities, the Rexam Entities case of Parent) and the Purchased Entities later of January 1, 2020 and such Significant Subsidiary’s respective date of incorporation, formation or organization (in the case of a Significant Subsidiary) has been, in compliance with and is not in default under or in violation of any Laws applicable Law, except where such non-compliance, default or violation would not have or reasonably be expected to the conduct of the Business except, in each case, as would nothave, individually or in the aggregate, a Parent Material Adverse Effect. Anything contained in this Section 6.7(a) to the contrary notwithstanding, no warranty shall be deemed to be made in this Section 6.7(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 VI. (b) Without limiting the generality of Section 6.7(a), none of Parent, any of its Significant Subsidiaries, or, to the Knowledge of Parent, any of their respective joint venture partners, joint interest owners, variable interest entity owners, consultants, agents or representatives of any of the foregoing (in their respective capacities as such) has (i) materially violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, the Bribery Act or applicable European Union laws and regulations regulating payments to government officials or employees, as applicable, or any similar Law of any other applicable jurisdiction or (ii) except as would not have or reasonably be expected to have an Adverse Effect; provided, however, that this Section 2.14 does not apply with respect to Intellectual Property, Environmental Laws and any Environmental Permits required thereunder, labor relations matters or employee benefits matters, or Taxes, which are exclusively the subject of the representations and warranties in Sections 2.10, 2.15, 2.16, 2.17 and 2.18, respectively. (b) Except as set forth on Section 2.14(b) of the Seller Disclosure Letter, the Seller Entities, the Rexam Entities or the Purchased Entities hold all Permits necessary under applicable Laws for the conduct of the Business as presently conducted (the “Business Permits”), other than any such Business Permits the absence of which would nothave, individually or in the aggregate, a Parent Material Adverse Effect, made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official. (c) Each of Parent 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 Parent 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 “Parent Permits”), except where the failure to 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. All Parent Permits are in full force and effect, except where the failure to be in full force and effect would not have an 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 pending or, to the Knowledge of Parent, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Significant Subsidiaries are not, and since January 1, 2020 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, no Action is pending, or to the Knowledge of SellerParent, threatenedno event or condition has occurred or exists which would result in a violation of, seeking the revocation breach, default or cancellation loss of any such Business Permit. (c) Other than in connection with the Rexam Transaction, none of the Seller Entities, the Rexam Entities and the Purchased Entities has given an undertaking toa benefit under, or is subject to acceleration of an order ofobligation of Parent or any of its Significant Subsidiaries under, any Parent Permit, or investigation has caused (or enquiry bywould cause) an applicable Governmental Entity to fail or refuse to issue, renew, extend, any court Parent Permit (in each case, with or Governmental Authority (including any national competition authority and/or the EC) 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 the extent related to the Business under any anti-trust or similar legislation in any jurisdiction where any Seller Entity or Rexam Entity or Purchased Entity is active other than any such undertaking, order, investigation or inquiry which would nothave, individually or in the aggregate, have or reasonably be expected to have an a Parent Material Adverse Effect.

Compliance with Law; Permits. (a) None Each of Company and its Subsidiaries is, and since January 1, 2022 (in the Seller Entities, the Rexam Entities case of Company) and the Purchased Entities later of January 1, 2022 and such Subsidiary’s respective date of incorporation, formation or organization (in the case of a Subsidiary) has been, in compliance with and is not in default under or in violation of any Laws applicable federal, state, local or foreign law, constitution, treaty, convention, statute, ordinance, rule, regulation, judgment, settlement, Order, arbitration award or agency requirement of any Governmental Entity, including common law (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation would not have, and would not reasonably be expected to the conduct of the Business except, in each case, as would nothave, individually or in the aggregate, have or reasonably be expected to have an a Company Material Adverse Effect; provided, however, that . Anything contained in this Section 2.14 does not apply with 4.7(a) to the contrary notwithstanding, no representation or warranty shall be deemed to be made in this Section 4.7(a) in respect to Intellectual Propertyof Anti-Corruption Laws, Environmental Laws and any Environmental Permits required thereunderAnti-Money Laundering Laws, labor relations matters or International Trade Laws, environmental, tax, intellectual property, employee benefits or labor Law matters, or Taxes, each of which are exclusively the subject is addressed by other sections of the representations and warranties in Sections 2.10, 2.15, 2.16, 2.17 and 2.18, respectivelythis Article IV. (b) Except Company and its Subsidiaries comply, and have at all times within the past five (5) years complied, with Anti-Corruption Laws in all material respects. None of Company, any of its Subsidiaries, nor to the Knowledge of Company, any Person acting in their capacity for or on behalf of Company or any Company Subsidiaries, has within the past five (5) years, directly or indirectly, (a) violated any provision of any Anti-Corruption Law in any material respect; (b) unlawfully made, offered, promised, authorized, or promised to make or offer, any bribe, rebate, payoff, influence payment, commission, kickback, or anything of value in any material respect, including any unlawful reward, advantage, or benefit of any kind, to or for the benefit of any Government Official, for the purpose of (i) influencing any act or decision of such Government Official, (ii) inducing such Government Official to do or omit to do any act in violation of a lawful duty, or (iii) obtaining or retaining business for or with any Person, or (iv) expediting or securing the performance of official acts of a routine nature, in each case with respect to clauses (i)-(iv), in any material respect; (c) unlawfully paid, offered, promised to pay or offer, authorized, or ratified any bribe, rebate, payoff, payment, kickback, or other similar unlawful payment of any nature in any material respect; or (d) unlawfully made, offered, promised to make or offer, authorized, or ratified any contributions, gifts, entertainment, or other unlawful expenditures in any material respect. (c) The operations of Company and its Subsidiaries are and for the past five (5) years have been conducted at all times in material compliance with the requirements of applicable anti-money laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as set forth on Section 2.14(b) amended by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the anti-money laundering laws of the Seller Disclosure Letterjurisdictions in which the Company and its Subsidiaries conduct business, the Seller Entitiesrules and regulations thereunder and any related or similar rules, regulation or guidelines issued, administered or enforced by any governmental agency (collectively, the Rexam Entities “Anti-Money Laundering Laws”). (d) Each of Company and its Subsidiaries, including their respective directors, officers and, to the Knowledge of Company, employees or any Person acting in their capacity for or on behalf of Company or any of its Subsidiaries, are, have been for the past five (5) years, and continue to be in compliance in all material respects with International Trade Laws and have not taken any action that violates, evades or avoids, or attempts to violate, evade or avoid International Trade Laws in violation of International Trade Laws in any material respect. (e) Neither Company nor any of its Subsidiaries, nor any of their respective directors, officers, nor, to the Knowledge of the Company, employees, have currently or during the past five (5) years been: (i) the target of any economic or financial sanctions administered or enforced by the United States (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the Purchased Entities hold U.S. Department of State), the European Union, the United Kingdom (including His Majesty’s Treasury), or the United Nations Security Council (collectively, “Sanctions”), (ii) located, organized, or resident in a country or territory that is the target of comprehensive Sanctions (currently, Cuba, Iran, North Korea, Syria, Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Zaporizhzhia and Kherson regions of Ukraine), or (iii) owned, 50% or more, individually or in the aggregate by, controlled by, or acting on behalf of a Person described in clause (i) or (ii) above so that it would be subject to the same Sanctions as such Person. (f) Company and its Subsidiaries have instituted, and maintain, policies and procedures reasonably designed to promote and achieve continued compliance with applicable International Trade Laws and Anti-Corruption Laws. (g) There is no investigation or review by any Governmental Entity covering Company or any of its Subsidiaries or voluntary or other disclosure by Company or any of its Subsidiaries to any Governmental Entity related to any potential or actual material violation by the Company or any of its Subsidiaries, including any of their respective directors, officers and, to the Knowledge of Company, employees or any Person acting in their capacity for or on behalf of Company or any of its Subsidiaries, of Anti-Corruption Laws, Anti-Money Laundering Laws or International Trade Laws pending (or, to the Knowledge of Company, threatened). (h) Each of Company and its Subsidiaries is in possession of all Permits necessary under applicable Laws franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and Orders of any Governmental Entity required by Law for the conduct of the Business Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as presently they are now being conducted (the “Business Company Permits”), other than except where the failure to have any such Business of Company Permits the absence of which would notnot have, and would not reasonably be expected to have, individually or in the aggregate, have or 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, 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 the Company Permits is pending or, to the Knowledge of Company, threatened, except where such suspension or cancellation would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Company and its Subsidiaries are not, and since January 1, 2022 have an not been, in violation or breach of, or default under, any Company Permit, except where such violation, breach or default would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, no Action is pending, or to the Knowledge of SellerCompany, threatenedno event or condition has occurred or exists which would result in a violation of, seeking the revocation breach, default or cancellation loss of any such Business Permit. (c) Other than in connection with the Rexam Transaction, none of the Seller Entities, the Rexam Entities and the Purchased Entities has given an undertaking toa benefit under, or is subject to acceleration of an order ofobligation of Company or any of its Subsidiaries under, any Company Permit, or investigation has caused (or enquiry bywould cause) an applicable Governmental Entity to fail or refuse to issue, renew, extend, any court Company Permit (in each case, with or Governmental Authority (including any national competition authority and/or the EC) without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not have, and would not reasonably be expected to the extent related to the Business under any anti-trust or similar legislation in any jurisdiction where any Seller Entity or Rexam Entity or Purchased Entity is active other than any such undertaking, order, investigation or inquiry which would nothave, individually or in the aggregate, have or reasonably be expected to have an a Company Material Adverse Effect.

Compliance with Law; Permits. (a) None The Company and each of the Seller Entities, the Rexam Entities its Subsidiaries is in compliance with and the Purchased Entities is not in default under or in violation of any Laws applicable to federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, rule, regulation, ruling, judgment, order, injunction, decree or agency requirement issued, promulgated, implemented or otherwise put into effect by or under the conduct authority of the Business exceptany Governmental Entity (collectively, in each case“Laws” and each, as a “Law”), except where such non-compliance, default or violation would notnot have, individually or in the aggregate, have or reasonably be expected to have an a Company Material Adverse Effect; provided, however, that . Notwithstanding anything contained in this Section 2.14 does not apply 2.7, no representation or warranty shall be deemed to be made in this Section 2.7 in respect of the matters referenced in Section 2.4, Section 2.5 or Section 2.6 or in respect of environmental matters (which are addressed exclusively in Section 2.9), employee benefits matters (which are addressed exclusively in Section 2.10), the labor matters addressed in Section 2.11, tax matters (which are addressed exclusively in Section 2.13), or intellectual property matters (which are addressed exclusively in Section 2.14). Neither the Company nor any of its Subsidiaries has received any notice from any Governmental Entity or any other Person claiming or asserting any material violation of any Law with respect to Intellectual Property, Environmental Laws and the Company or any Environmental Permits required thereunder, labor relations matters of its Subsidiaries or employee benefits matters, or Taxes, which are exclusively the subject any of the representations and warranties in Sections 2.10, 2.15, 2.16, 2.17 and 2.18, respectivelytheir respective businesses. (b) Except as set forth on Section 2.14(b) The Company and its Subsidiaries are in possession of the Seller Disclosure Letterall franchises, the Seller Entitiesgrants, the Rexam Entities or the Purchased Entities hold all Permits authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary under applicable Laws for the conduct of the Business Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as presently they are now being conducted (the “Business Company Permits”), other than except where the failure to have any such Business of the Company Permits the absence of which would notnot have, individually or in the aggregate, have or reasonably be expected to have an a Company Material Adverse Effect. As of All Company Permits are in full force and effect, except where the date of this Agreement, no Action is pending, or failure to the Knowledge of Seller, threatened, seeking the revocation or cancellation of any such Business Permit. (c) Other than be in connection with the Rexam Transaction, none of the Seller Entities, the Rexam Entities full force and the Purchased Entities has given an undertaking to, or is subject to an order of, or investigation or enquiry by, any court or Governmental Authority (including any national competition authority and/or the EC) to the extent related to the Business under any anti-trust or similar legislation in any jurisdiction where any Seller Entity or Rexam Entity or Purchased Entity is active other than any such undertaking, order, investigation or inquiry which effect would notnot have, individually or in the aggregate, have or reasonably be expected to have an a Company Material Adverse Effect. The Merger, in and of itself, would not cause the revocation or cancellation of any Company Permit. (c) All products which are manufactured by the Company and its Subsidiaries (the “Products”) have been and continue to be manufactured in accordance with all applicable Laws, including (i) all applicable standards of the International Standards Organization (“ISO”) and applicable ISO-certified processes and all applicable Good Manufacturing Practices, as defined in 21 CFR part 110 and (ii) all other quality standards and quality assurance plans. The Products have not been adulterated or misbranded within the meaning of the United States Food, Drug, and Cosmetic Act.

Compliance with Law; Permits. (a) None Except as set forth in Section 2.11(a) of the Seller EntitiesDisclosure Schedule, since July 31, 2004, the Rexam Entities Company and the Purchased Entities is Company Subsidiaries have been in violation of any compliance with all Laws applicable to them (collectively, except for Laws specified in clauses (i) through (v) of this Section 2.11(a), «Other Laws«) and neither Seller, the conduct Company nor any of the Business exceptCompany Subsidiaries has received any written notice of any failure to comply with any such Laws, in each case, except for such breaches together with all other Breaches of Law (as defined immediately below), as would not, individually or in the aggregate, have or not reasonably be expected to have an a Company Material Adverse Effect; provided. As used in this Agreement, howeverthe term «Breaches of Law« means, that this collectively, breaches of: (i) any applicable healthcare Laws, (ii) any applicable Tax Laws, (iii) ERISA (as defined below in Section 2.14 does not apply with respect to Intellectual Property2.19), (iv) WARN (as defined below in Section 2.20), (v) the National Labor Relations Act and any applicable labor and employment Laws, including FLSA (as defined below in Section 2.20) and wage and hour claims (as defined below in Section 2.20), (v) any Environmental Laws (as defined below in Section 2.23(c)), and (vi) Other Laws, including, in each case, any Environmental Permits required thereunder, labor relations matters or employee benefits matters, or Taxes, which are exclusively the subject of the representations and warranties in Sections 2.10, 2.15, 2.16, 2.17 and 2.18, respectivelyregulations issued pursuant thereto. (b) The Company and the Company Subsidiaries have obtained all permits, franchises, authorizations, licenses or other approvals issued or granted by any Governmental Authority (collectively, “Permits”) that are necessary to the conduct of their respective businesses as presently being conducted and all such Permits are in full force and effect, in each case, except as would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth on in Section 2.14(b2.11(b) of the Seller Disclosure LetterSchedule, none of the Company or any of the Company Subsidiaries is in violation or default of such Permits, and none of Seller, the Seller Entities, the Rexam Entities Company or the Purchased Entities hold all Permits necessary under applicable Laws for the conduct any of the Business Company Subsidiaries has received any written notification from any Governmental Authority threatening to suspend, revoke, withdraw, modify or limit any of the Permits, in each case, except as presently conducted such violation or default together with all other Violations of Permits (the “Business Permits”), other than any such Business Permits the absence of which as defined immediately below) would not, individually or in the aggregate, have or not reasonably be expected to have an a Company Material Adverse Effect. As used in this Agreement, «Violations of the date Permits« means, collectively, breaches of any other Permits referred to in any other Section of this Agreement, no Action is pending, or . Except with respect to the Knowledge inclusion of Seller, threatened, seeking the revocation or cancellation of any such Business Permit. (c) Other than in connection with the Rexam Transaction, none of the Seller Entities, the Rexam Entities and the Purchased Entities has given an undertaking to, or is subject to an order of, or investigation or enquiry by, any court or Governmental Authority (including any national competition authority and/or the EC) to the extent related to the Business under any anti-trust or similar legislation in any jurisdiction where any Seller Entity or Rexam Entity or Purchased Entity is active other than any such undertaking, order, investigation or inquiry which would not, individually or Laws in the aggregateCompany Material Adverse Effect qualifier, have or reasonably be expected this Section 2.11 shall not apply to have an Adverse Effecthealthcare regulatory compliance matters (which are the subject of Section 2.12), Tax matters (which are the subject of Section 2.18), employee benefit plan and ERISA matters (which are the subject of Section 2.19), labor matters (which are the subject of Section 2.20) and Environmental Law matters (which are the subject of Section 2.23).