Common use of Compliance with Laws and Court Orders; Permits Clause in Contracts

Compliance with Laws and Court Orders; Permits. (a) (i) The business of the Company and each of its Subsidiaries is and has been conducted in compliance in all material respects with all Applicable Laws, (ii) the Company and each of its Subsidiaries (A) hold all Permits necessary for the lawful conduct of their respective businesses and (B) are (and since January 3, 2013 have been) in compliance with the terms of all such Permits and (iii) the consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Permit, except, in each case, for any such non-compliance, non-possession or revocation or cancellation as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Since January 3, 2013, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority (x) claimed or alleged that the Company or any of its Subsidiaries was not in compliance with all Applicable Laws or (y) made any revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit, except, in the case of each of subsections (x) and (y) above, which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (b) Neither the Company nor its Subsidiaries, nor, to the Company’s knowledge, any of their respective Affiliates or officers, directors, employees, agents, representatives, consultants, or any other Person associated with or acting for or on behalf of the Company or its Subsidiaries (i) is a person with whom transactions are prohibited or limited under any applicable economic sanctions laws administered by the Office of Foreign Assets Control, the United Nations Security Council, the European Union, or Her Majesty’s Treasury, or (ii) except as set forth in Section 4.12 of the Company Disclosure Schedule, has violated any economic sanctions laws within the last three years except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company and its Subsidiaries are and for the past three years have been in compliance with and in possession of any and all licenses, registrations, and permits that may be required for the lawful conduct of their business under applicable import and export control laws, including without limitation the Export Administration Regulations except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth in Section 4.12(b) of the Company Disclosure Schedule, within the past three years, neither the Company nor any of its Subsidiaries has made any voluntary disclosures to U.S. Government authorities under U.S. economic sanctions laws or U.S. export control laws, been assessed any fine or penalty under such laws, or, to its knowledge, been the subject of any governmental investigation or inquiry regarding compliance with such laws.

Compliance with Laws and Court Orders; Permits. (a) (i) The business of the Company and each of its Subsidiaries is and has been conducted in compliance in all material respects with all Applicable Lawsis, (ii) the Company and each of its Subsidiaries (A) hold all Permits necessary for the lawful conduct of their respective businesses and (B) are (and since January 31, 2013 have 2012 has been) , in compliance with with, and to the terms of all such Permits and (iii) the consummation knowledge of the Merger, in Company is not under investigation with respect to and of itself, will has not cause the revocation been threatened to be charged with or cancellation given notice of any Permitviolation of, exceptApplicable Law, in each case, except for any such non-compliance, non-possession failures to comply or revocation or cancellation as with respect to violations that have not had and would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect. Since January 3There is no judgment, 2013decree, neither the Company nor injunction, rule or order of any of its Subsidiaries has received written notice to the effect that a arbitrator or Governmental Authority (x) claimed or alleged that outstanding against the Company or any of its Subsidiaries was not in compliance with all Applicable Laws that has had or (y) made any revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit, except, in the case of each of subsections (x) and (y) above, which would notreasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on or that in any manner seeks to prevent, enjoin, alter or materially delay the CompanyOffer, the Merger or any of the other transactions contemplated hereby. (b) Neither In the Company nor past five years, none of the Company, any of its Subsidiaries, noror any of their respective directors, officers, consultants, or to the Company’s knowledge, agents or other Persons acting for or on their behalf has taken any action that would result in a violation in any material respect by such Person of their respective Affiliates or officersthe Foreign Corrupt Practices Act (15 U.S.C. §§ 78m(b), directors78dd-1, employees78dd-2, agents78ff), representatives, consultantsThe Bribery Act of 2010 of the United Kingdom, or any other Person associated with Applicable Law related to anti-corruption or acting for anti-bribery (but, in each case, only to the extent such Applicable Law is applicable to the foregoing Persons). The Company has instituted and maintained policies and procedures designed to prevent such Persons from taking such actions (but, in each case, only to the extent such Applicable Law is applicable to the Company or on behalf of such Persons). (c) The Company and its Subsidiaries have (whether directly or pursuant to Contracts in which third parties have effectively granted to the Company or its Subsidiaries the rights of such third parties) in effect all certificates, permits, licenses, franchises, approvals, concessions, qualifications, registrations, certifications and similar authorizations from any Governmental Authority (iincluding the FDA and any foreign equivalent thereof) is a person with whom transactions (collectively, “Permits”) that are prohibited or limited under any applicable economic sanctions laws administered by the Office of Foreign Assets Control, the United Nations Security Council, the European Union, or Her Majesty’s Treasury, or (ii) except as set forth in Section 4.12 of necessary for the Company Disclosure Scheduleand its Subsidiaries to own, lease or operate their properties and assets, including manufacturing, packaging, storage, distribution and compliance, and to carry on their businesses as currently conducted, except where the failure to have such Permits has violated any economic sanctions laws within the last three years except as not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the Company. The Company and its Subsidiaries are and for the past three years have been in compliance with and in possession of any and all licenses, registrations, and permits that may be required for the lawful conduct of their business under applicable import and export control laws, including without limitation the Export Administration Regulations except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth in Section 4.12(b) of the Company Disclosure Schedule, within the past three years, neither the Company nor any of its Subsidiaries has made any voluntary disclosures to U.S. Government authorities under U.S. economic sanctions laws or U.S. export control laws, been assessed any fine or penalty under such laws, or, to its knowledge, been the subject of any governmental investigation or inquiry regarding compliance with such lawsEffect.

Compliance with Laws and Court Orders; Permits. (a) (i) The business of the Company and each of its Subsidiaries is are, and has been conducted during the last two (2) years have been, in compliance in all material respects with all Applicable Lawswith, (ii) and to the knowledge of the Company and each of its Subsidiaries (A) hold all Permits necessary for the lawful conduct of are not under investigation by any Governmental Authority with respect to, their respective businesses and (B) are (and since January 3, 2013 have been) in compliance with the terms of all such Permits Applicable Law, except for failures to comply or violations that have not had and (iii) the consummation of the Merger, in and of itself, will would not cause the revocation or cancellation of any Permit, except, in each case, for any such non-compliance, non-possession or revocation or cancellation as would notreasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company. Since January 3, 2013, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority (x) claimed or alleged that the Company or any of its Subsidiaries was not in compliance with all Applicable Laws or (y) made any revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit, except, in the case of each of subsections (x) and (y) above, which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (b) Neither the Company nor its Subsidiaries, nor, to the Company’s knowledge, any of their respective Affiliates or officers, directors, employees, agents, representatives, consultants, or any other Person associated with or acting for or on behalf of the Company or its Subsidiaries (i) is a person with whom transactions are prohibited or limited under any applicable economic sanctions laws administered by the Office of Foreign Assets Control, the United Nations Security Council, the European Union, or Her Majesty’s Treasury, or (ii) except as set forth in Section 4.12 of the Company Disclosure Schedule, has violated any economic sanctions laws within the last three years except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its Subsidiaries has in effect all Permits which are material to the Company and for the past three years have been in compliance with and in possession of any and all licenses, registrationsits Subsidiaries taken as a whole, and permits that may necessary for it conduct its business as presently conducted, except for such Permits the absence of which have not had and would not reasonably be required for the lawful conduct of their business under applicable import and export control laws, including without limitation the Export Administration Regulations except as would notexpected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company is not an “investment company” under the Investment Company Act of 1940. (b) There is no Order outstanding or unsatisfied against the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (c) Except as set forth in Section 4.12(b4.12(c) of the Company Disclosure ScheduleLetter, within the past three years, neither the Company nor and its Subsidiaries, and their directors, officers, and employees, and to the knowledge of the Company, any of its Subsidiaries has made agents acting on their behalf, are and have been in compliance with U.S. and any voluntary disclosures to U.S. Government authorities under U.S. applicable foreign economic sanctions laws and regulations, including economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (collectively, “Sanctions”) and U.S. and applicable foreign laws and regulations pertaining to export and import controls, including those administered by the U.S. Departments of Commerce and State, and applicable anti-money laundering laws and regulations. (d) None of the Company or U.S. export control lawsits Subsidiaries, or their directors, officers, or employees, nor to the knowledge of the Company, any agents acting on their behalf, is or has been assessed (i) identified on any fine Sanctions-related list of restricted or penalty under such lawsblocked persons; (ii) organized, orresident, to its knowledge, been or located in any country or territory that is itself the subject of Sanctions; or (iii) owned or controlled by any governmental investigation Person or inquiry regarding compliance with such lawsPersons described in clause (i) or (ii).

Compliance with Laws and Court Orders; Permits. (a) (i) The business of the Company and each of its Subsidiaries is and since January 1, 2002 has been conducted in compliance in all material respects with all Applicable Lawswith, (ii) and to the knowledge of the Company is not under investigation with respect to and each of its Subsidiaries (A) hold all Permits necessary for the lawful conduct of their respective businesses and (B) are (and since January 3, 2013 have been) in compliance has not been threatened to be charged with the terms of all such Permits and (iii) the consummation of the Merger, in and of itself, will not cause the revocation or cancellation given notice of any Permitviolation of, exceptany applicable Law, in each case, except for any such non-compliance, non-possession failures to comply or revocation or cancellation as violations that have not had and would notnot reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company. Since January 3Without limiting the foregoing, 2013, neither the Company nor any and each of its Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals and clearances, and has received written notice to the effect that a submitted notices to, all Governmental Authority (x) claimed or alleged that Entities necessary for the Company or any of such Subsidiary to own, lease and operate its Subsidiaries was not in compliance with all Applicable Laws properties or (y) made any revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit, except, other assets and to carry on its respective business as described in the case Company SEC Documents filed prior to the date hereof and as it is being conducted as of each of subsections the date hereof (x) the “Company Permits”), and (y) aboveall such Company Permits are valid, which would notand in full force and effect, individually except where the failure to have, or the suspension or cancellation of, or failure to be valid or in the aggregatefull force and effect of, have a Material Adverse Effect on the Company. (b) Neither the Company nor its Subsidiaries, nor, to the Company’s knowledge, any of their respective Affiliates or officers, directors, employees, agents, representatives, consultants, or any other Person associated with or acting for or on behalf of the Company or its Subsidiaries (i) is a person with whom transactions are prohibited or limited under any applicable economic sanctions laws administered by the Office of Foreign Assets Control, the United Nations Security Council, the European Union, or Her Majesty’s Treasury, or (ii) except as set forth in Section 4.12 of the Company Disclosure Schedule, has violated any economic sanctions laws within the last three years except as Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The . (b) Neither the Company and nor any of its Subsidiaries are and for the past three years have been in compliance with and in possession is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any and all licensessupervisory letter from or has adopted any board resolution at the request of, registrationsany Governmental Entity, and permits that may restricts, or could reasonably be required for expected to restrict, the lawful conduct by the Company or any of its Subsidiaries of their business under applicable import and export control lawsrespective businesses, including without limitation or that requires, or could reasonably be expected to require, adverse actions by the Export Administration Regulations Company or any of its Subsidiaries, except as for such restrictions or requirements that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth in Section 4.12(b) of the Company Disclosure Schedule, within the past three years, neither the Company nor any of its Subsidiaries has made any voluntary disclosures to U.S. Government authorities under U.S. economic sanctions laws or U.S. export control laws, been assessed any fine or penalty under such laws, or, to its knowledge, been the subject of any governmental investigation or inquiry regarding compliance with such laws.

Compliance with Laws and Court Orders; Permits. (a) (i) The business of the Company and each of its Subsidiaries is and has been Business as currently conducted in compliance in all material respects with all Applicable Lawsis, (ii) the Company and each of its Subsidiaries (A) hold all Permits necessary for the lawful conduct of their respective businesses and (B) are (and since January 31, 2013 have 2008, has been) , in compliance with each Law and Order applicable to the terms of all such Permits and (iii) Purchased Assets or the consummation conduct of the MergerBusiness, in and except for instances of itself, will not cause the revocation or cancellation of any Permit, except, in each case, for any such non-compliance, non-possession or revocation or cancellation as would notnoncompliance that, individually or in the aggregate, have would not reasonably be expected to be material to the Business. No event has occurred or circumstance exists that (individually or in the aggregate, with or without notice or lapse of time) (a) may constitute or result in a Material Adverse Effect violation by the Business of, or a failure on the Companypart of the Business to comply in all material respects with, any Law or Order or (b) may give rise to any obligation on the part of the Business to undertake, or to bear all or any material portion of the cost of, any remedial action. Since None of the Seller, any Selling Subsidiary, Holdco or any Acquired Subsidiary has received, at any time since January 31, 20132008, neither the Company nor any of its Subsidiaries has received written notice (or, to the effect that a Knowledge of the Seller, any other notice) from any Governmental Authority (x) claimed Entity or any other Person regarding any actual or alleged that the Company violation of, or failure to comply with, any Law or Order, or any actual or alleged obligation on the part of its Subsidiaries was not the Business to undertake, or to bear all or any material portion of the cost of, any remedial action. Schedule 4.11 sets forth an accurate and complete, in compliance all material respects, list of all Permits that are required to conduct the operation and ownership of the Business as currently conducted, including all Permits necessary to comply with all Applicable Environmental Laws or applicable to the Owned Real Property and Leased Real Property. Each of Holdco and the Acquired Subsidiaries, as applicable, has obtained (y) made any revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit, exceptor, in the case of each the New Subsidiaries, will have obtained prior to Closing) all of subsections the Permits listed on Schedule 4.11 and such Permits are in full force without restrictions. Holdco and/or the Acquired Subsidiaries are in compliance with the terms of such Permits (x) and (y) aboveor, which would notin the case of the New Subsidiaries, will be in compliance at the time of Closing), except for instances of noncompliance that, individually or in the aggregate, have a Material Adverse Effect on the Company. (b) Neither the Company nor its Subsidiaries, nor, to the Company’s knowledge, any of their respective Affiliates or officers, directors, employees, agents, representatives, consultants, or any other Person associated with or acting for or on behalf of the Company or its Subsidiaries (i) is a person with whom transactions are prohibited or limited under any applicable economic sanctions laws administered by the Office of Foreign Assets Control, the United Nations Security Council, the European Union, or Her Majesty’s Treasury, or (ii) except as set forth in Section 4.12 of the Company Disclosure Schedule, has violated any economic sanctions laws within the last three years except as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on be material to the Company. The Company and its Subsidiaries are and for the past three years have been in compliance with and in possession of any and all licenses, registrations, and permits that may be required for the lawful conduct of their business under applicable import and export control laws, including without limitation the Export Administration Regulations except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth in Section 4.12(b) of the Company Disclosure Schedule, within the past three years, neither the Company nor any of its Subsidiaries has made any voluntary disclosures to U.S. Government authorities under U.S. economic sanctions laws or U.S. export control laws, been assessed any fine or penalty under such laws, or, to its knowledge, been the subject of any governmental investigation or inquiry regarding compliance with such lawsBusiness.

Compliance with Laws and Court Orders; Permits. (a) (i) The business of the Company and each of its Subsidiaries is and has been conducted in compliance in all material respects with all Applicable Laws, (ii) the Company and each of its Subsidiaries (Ai) hold are, and have at all Permits necessary for times since the lawful conduct of their respective businesses Applicable Date been, in material compliance with Applicable Law, and (Bii) are (and since January 3, 2013 have been) in compliance with the terms of all such Permits and (iii) the consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Permit, except, in each case, for any such non-compliance, non-possession or revocation or cancellation as would not, individually or in the aggregateApplicable Date, have a Material Adverse Effect on not received any written notices from any Governmental Authority alleging, nor, to the Company. Since January 3’s knowledge, 2013, neither the Company nor has any of its Subsidiaries has received written notice to the effect that a Governmental Authority (x) claimed or alleged otherwise threatened, that the Company or any of its Subsidiaries was not is in compliance with all material violation of Applicable Laws or (y) made any revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit, except, in the case of Law. The Company and each of subsections (x) its Subsidiaries has in full force and (y) aboveeffect all Permits which are necessary for it conduct its business as presently conducted, except for such Permits the absence of which have not had and would notnot reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company. (b) Neither Without limiting the Company nor its Subsidiariesgenerality of Section 4.12(a), nor, to the Company’s knowledge, any of their respective Affiliates or officers, directors, employees, agents, representatives, consultants, or any other Person associated with or acting for or on behalf each of the Company or and its Subsidiaries (i) conducts its business and is a person with whom transactions are prohibited or limited under any applicable economic sanctions laws administered by the Office of Foreign Assets Control, the United Nations Security Council, the European Union, or Her Majesty’s Treasury, or (ii) except as set forth in Section 4.12 of the Company Disclosure Schedule, has violated any economic sanctions laws within the last three years except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company and its Subsidiaries are and for the past three years have been in material compliance with all federal, state and in local laws governing or otherwise regulating the importation, transportation, purchase or other acquisition, possession or sale or other transfer of any and all licensesfirearms, registrations, and permits that may be required for the lawful conduct of their business under applicable import and export control lawsammunition or explosives, including without limitation the Gun Control Act of 1968, as amended (Chapter 44 of Txxxx 00, Xxxxxx Xxxxxx Code), the National Firearms Act of 1934, as amended (Chapter 53 of Txxxx 00, Xxxxxx Xxxxxx Code), and the Arms Export Administration Regulations except Control Act (22 U.S.C. § 2778), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Except well as set forth in Section 4.12(b) all applicable rules and regulations of the Bureau of Alcohol, Tobacco, Firearms and Explosives (the “ATF”) (collectively, the “Firearms, Ammunition and Explosives Laws”); and (ii) possesses, and is in compliance with the terms of, all material Permits required in order for the Company Disclosure Scheduleand its Subsidiaries to conduct their respective businesses including with respect to the sale of firearms, within ammunition and explosives. Since the past three yearsApplicable Date, neither the Company nor any of its Subsidiaries has made received from the ATF or any voluntary disclosures to U.S. Government authorities under U.S. economic sanctions laws other Governmental Authority any notice of revocation, suspension, termination or U.S. export control laws, been assessed any fine or penalty under such laws, or, to its knowledge, been the subject material impairment of any governmental investigation such Permit and has no reason to believe that the ATF or inquiry regarding compliance with any other Governmental Authority may issue any such lawsnotice, except for any such notice that would not, individually or in the aggregate, be material to the business of the Company or its Subsidiaries taken as a whole. Neither the Company nor any of its Subsidiaries (1) has received from the ATF or any other Governmental Authority any notice of material violation of any Firearms, Ammunition and Explosives Law or other Applicable Laws or (2) has any reason to believe that the ATF or any other Governmental Authority may issue any such notice. (c) There is no material judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries.

Compliance with Laws and Court Orders; Permits. (a) (i) The business Company and each of its Subsidiaries is and since January 1, 2007 has been in compliance with, and to the knowledge of the Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any Applicable Law, except for failures to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Without limiting the foregoing, the Company and each of its Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals and clearances from, and has been conducted in compliance in submitted notices to, all material respects with all Applicable Laws, (ii) the Company and each of its Subsidiaries (A) hold all Permits Governmental Authorities necessary for the lawful conduct Company or such Subsidiary to own, lease and operate its properties or other assets and to carry on its respective business as described in the Company SEC Documents filed prior to the date hereof and as it is being conducted as of their respective businesses the date hereof (the “Company Permits”), and (B) are (and since January 3, 2013 have been) in compliance with the terms of all such Company Permits are valid, and (iii) the consummation of the Merger, in full force and of itself, will not cause the revocation or cancellation of any Permit, excepteffect, in each case, case except for any such non-compliance, non-possession or revocation or cancellation as failure that would notnot reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company. Since January 3, 2013, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority (x) claimed or alleged that the Company or any of its Subsidiaries was not in compliance with all Applicable Laws or (y) made any revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit, except, in the case of each of subsections (x) and (y) above, which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (b) Neither the Company nor any of its SubsidiariesSubsidiaries is a party to any written agreement, norconsent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any supervisory letter from or has adopted any board resolution at the Company’s knowledgerequest of, any of their respective Affiliates or officersGovernmental Authority, directors, employees, agents, representatives, consultantsthat restricts, or any other Person associated with or acting for or on behalf of the Company or its Subsidiaries (i) is a person with whom transactions are prohibited or limited under any applicable economic sanctions laws administered by the Office of Foreign Assets Control, the United Nations Security Council, the European Union, or Her Majesty’s Treasury, or (ii) except as set forth in Section 4.12 of the Company Disclosure Schedule, has violated any economic sanctions laws within the last three years except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on restrict, the Company. The conduct by the Company and or any of its Subsidiaries are and for the past three years have been in compliance with and in possession of any and all licenses, registrations, and permits that may be required for the lawful conduct of their business under applicable import and export control lawsrespective businesses in any material respect, including without limitation the Export Administration Regulations except as or that requires, or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth in Section 4.12(b) of require, material adverse actions by the Company Disclosure Schedule, within the past three years, neither the Company nor or any of its Subsidiaries has made any voluntary disclosures to U.S. Government authorities under U.S. economic sanctions laws or U.S. export control laws, been assessed any fine or penalty under such laws, or, to its knowledge, been the subject of any governmental investigation or inquiry regarding compliance with such lawsSubsidiaries.

Compliance with Laws and Court Orders; Permits. (a) (i) The business of Since January 1, 2017, the Company and each of its Subsidiaries is and has its and their respective properties and assets have been conducted and are in compliance in all material respects with (i) all Applicable Laws, Laws and (ii) the Company and each of its Subsidiaries (A) hold all Permits necessary for the lawful conduct of Company and its Subsidiaries to own, lease and operate its and their respective properties and assets and to carry on their respective businesses as now being conducted, under and (B) are (pursuant to all Applicable Laws, except for failures to comply or violations that have not had, and since January 3, 2013 have been) in compliance with the terms of all such Permits and (iii) the consummation of the Merger, in and of itself, will would not cause the revocation or cancellation of any Permit, except, in each case, for any such non-compliance, non-possession or revocation or cancellation as would notreasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company. Since January 3, 2013, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority (x) claimed or alleged that the Company or any of its Subsidiaries was not in compliance with all Applicable Laws or (y) made any revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit, except, in the case of each of subsections (x) and (y) above, which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (b) Neither Since January 1, 2017 through the date of this Agreement, none of the Company nor or any of its Subsidiaries, norSubsidiaries or, to the knowledge of the Company’s knowledge, any of their respective Affiliates or officers, directors, officers or employees, agentshas received any written or, representativesto the knowledge of the Company, consultants, or any other Person associated with or acting for or on behalf of oral notification from a Governmental Authority asserting that the Company or any of its Subsidiaries (i) is a person with whom transactions are prohibited or limited under any applicable economic sanctions laws administered by the Office of Foreign Assets Control, the United Nations Security Council, the European Unionis, or Her Majesty’s Treasuryis suspected of, alleged to be or (ii) except as set forth under investigation for being, not in Section 4.12 of the Company Disclosure Schedule, has violated compliance with any economic sanctions laws within the last three years except as Applicable Laws or Permits in any respect that would notreasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (1) The Company and each of its Subsidiaries are in possession of all Permits which are material to the Company and its Subsidiaries taken as a whole, and necessary for it to own, lease and operate its properties and assets and to conduct its business as presently conducted, and all such material Permits are in full force and effect and (2) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the knowledge of the Company, threatened, affecting such material Permits, except where the failure to be in possession of, failure to be in full force and effect or the suspension, cancellation, withdrawal or revocation thereof has not been, and would not reasonably be expected to have a Material Adverse Effect on the Company. The Company and its Subsidiaries are and for the past three years have been in compliance with and in possession of any and all licenses, registrations, and permits that may be required for the lawful conduct of their business under applicable import and export control laws, including without limitation the Export Administration Regulations except as would notbe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. The Company is not an “investment company” under the Investment Company Act of 1940. (d) As of the date hereof, there is no Order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries or any properties or assets of any of the Company or any of its Subsidiaries that (i) has been, or would reasonably be expected to have be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Material Adverse Effect on whole and (ii) would reasonably be expected to, individually or in the Company. Except as set forth in Section 4.12(b) aggregate, prevent the ability of the Company Disclosure Schedule, within to perform its obligations under this Agreement or to consummate the past three years, neither the Company nor any of its Subsidiaries has made any voluntary disclosures to U.S. Government authorities under U.S. economic sanctions laws or U.S. export control laws, been assessed any fine or penalty under such laws, or, to its knowledge, been the subject of any governmental investigation or inquiry regarding compliance with such lawsMerger.

Compliance with Laws and Court Orders; Permits. (a) (i) The business of Since January 1, 2021, the Company and each of its Subsidiaries is and has have been conducted in compliance in all with, and to the knowledge of the Company have not been under investigation by any Governmental Authority with respect to any alleged failures to comply with or violations of, Applicable Law (including applicable Franchise Laws and safety and health code requirements promulgated by any Governmental Authority) and Permits, except for failures to comply or violations that have not had and would not reasonably be expected to be material respects with all Applicable Laws, (ii) to the Company and its Subsidiaries. The Company and each of its Subsidiaries (A) hold has in effect all Permits that are necessary for the lawful conduct of their respective businesses its business as presently conducted, each such Permit is in full force and (B) are (effect and since January 3will not be terminated, 2013 have been) in compliance suspended or revoked as a result of the transactions contemplated hereby and by the Ancillary Agreements, and no condition exists that, with the terms giving of all such Permits and (iii) the consummation notice or lapse of the Mergertime or both, in and of itself, will not cause the revocation would reasonably be expected to constitute a breach or cancellation default of any such Permit, except, in with respect to each caseof the foregoing clauses, for any such non-compliance, non-possession or revocation or cancellation as has not had and would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement or the Ancillary Agreements. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement or the Ancillary Agreements, no claim, action, charge, lawsuit, litigation, arbitration or other similar legal proceeding is pending or, to the knowledge of the Company, has been threatened, to suspend, revoke, withdraw, modify or limit any such Permit. The Company is not an “investment company” under the Investment Company Act of 1940. (b) As of the date hereof, there is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement or the Ancillary Agreements. (c) Since January 1, 2021, except as has not or would not be expected to have a Material Adverse Effect on the Company. Since January 3, 2013Effect, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority (x) claimed or alleged that the Company or any of its Subsidiaries was not in compliance with all Applicable Laws or (y) made any revocationengaged in, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit, except, in the case of each of subsections (x) and (y) above, which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (b) Neither the Company nor its Subsidiaries, nor, to the Company’s knowledgeis now engaging in, any of their respective Affiliates dealings or officers, directors, employees, agents, representatives, consultants, or transactions with any other Person associated with or acting for or on behalf that at the time of the Company dealing or its Subsidiaries (i) transaction is a person with whom transactions are prohibited or limited under any applicable economic was the subject or target of sanctions laws administered by the U.S. Department of the Treasury’s Office of Foreign Assets ControlControl or any Person in Cuba, Iran, Sudan, Syria, North Korea or the United Nations Security CouncilCrimea region of Ukraine, the European Unionin each case, or Her Majesty’s Treasury, or (ii) except as set forth in Section 4.12 violation of the Company Disclosure Schedule, has violated any economic sanctions laws within the last three years except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company and its Subsidiaries are and for the past three years have been in compliance with and in possession of any and all licenses, registrations, and permits that may be required for the lawful conduct of their business under applicable import and export control laws, including without limitation the Export Administration Regulations except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth in Section 4.12(b) of the Company Disclosure Schedule, within the past three years, neither the Company nor any of its Subsidiaries has made any voluntary disclosures to U.S. Government authorities under U.S. economic sanctions laws or U.S. export control laws, been assessed any fine or penalty under such laws, or, to its knowledge, been the subject of any governmental investigation or inquiry regarding compliance with such lawssanctions.

Compliance with Laws and Court Orders; Permits. (a) (i) The business of the Company and each of its Subsidiaries is and has been conducted are in compliance in all material respects with all Applicable Lawswith, (ii) and to the knowledge of the Company are not under investigation by any Governmental Authority with respect to, Applicable Law, except for failures to comply or violations that have not had and each of its Subsidiaries (A) hold all Permits necessary for the lawful conduct of their respective businesses and (B) are (and since January 3, 2013 have been) in compliance with the terms of all such Permits and (iii) the consummation of the Merger, in and of itself, will would not cause the revocation or cancellation of any Permit, except, in each case, for any such non-compliance, non-possession or revocation or cancellation as would notreasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries has in effect all Permits which are material to the Company and its Subsidiaries taken as a whole, and necessary for it conduct its business as presently conducted, except for such Permits the absence of which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on or a Company Impairment Effect. Except as would not reasonably be expected to have, individually or in the Company. Since January 3aggregate, 2013a Material Adverse Effect, (i) all material Permits are in full force and effect, (ii) no default (without notice or lapse of time or both) has occurred under any such material Permit and (iii) neither the Company nor any of its Subsidiaries has received any written notice to the effect that a from any Governmental Authority threatening to suspend, revoke, withdraw or modify in an adverse manner any such material Permit. (xb) claimed As of the date hereof, there is no Order of any arbitrator or alleged that Governmental Authority outstanding against the Company or any of its Subsidiaries was not in compliance with all Applicable Laws that has had or (y) made any revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit, except, in the case of each of subsections (x) and (y) above, which would notreasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Companyor a Company Impairment Effect. (bc) Neither To the Company nor its Subsidiaries, nor, to knowledge of the Company’s knowledge, any of their respective Affiliates or officers, directors, employees, agents, representatives, consultants, or any other Person associated with or acting for or on behalf of the Company or its Subsidiaries (i) is a person with whom transactions are prohibited or limited under any applicable economic sanctions laws administered by the Office of Foreign Assets Control, the United Nations Security Council, the European Union, or Her Majesty’s Treasury, or (ii) except as set forth in Section 4.12 of the Company Disclosure Schedule, has violated any economic sanctions laws within the last three years except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company and its Subsidiaries are and for the past three years have been in compliance with and in possession of any and all licenses, registrations, and permits that may be required for the lawful conduct of their business under applicable import and export control laws, including without limitation the Export Administration Regulations except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth in Section 4.12(bfive (5) of the Company Disclosure Schedule, within the past three years, neither the Company nor any of its Subsidiaries (nor any of their respective officers, directors, employees, agents or third parties acting on behalf of the Company or its Subsidiaries), has made engaged, directly or indirectly, in any voluntary disclosures to U.S. Government authorities under U.S. economic sanctions laws action, transaction, conduct or U.S. export control lawsomission that is in contravention of Anti-Corruption Laws. (d) To the knowledge of the Company, in the past five (5) years, neither the Company nor any of its Subsidiaries (nor any of their respective officers, directors, employees, agents or third parties acting on behalf of the Company or its Subsidiaries) have been assessed any fine or penalty under such laws, or, to its knowledge, been are the subject of any governmental investigation by any Governmental Authority regarding any actual, alleged, or potential violation of Anti-Corruption Laws. (e) In the past three (3) years, (i) to the knowledge of the Company, neither the Company nor any of its Subsidiaries or any of their respective officers, directors, employees, agents or third parties (acting on behalf of the Company or its Subsidiaries) has provided or agreed to provide any contribution, payment, gift, loan, reward, advantage, entertainment, benefit of any kind, or anything of value to, or accepted or received any contributions, payments, gifts, loans, rewards, advantages, entertainment, benefits of any kind, or anything of value from, any Person, where such contribution, payment, gift, loan, reward, advantage, entertainment, benefit of any kind, or anything of value or the purpose thereof was in violation of any provision of Anti-Corruption Laws or any Applicable Law, (ii) the Company has adopted and maintained a system of internal controls and books and records as required by applicable Anti-Corruption Laws that are accurate in all material respects, and (iii) neither the Company nor any Subsidiary has, to the knowledge of the Company, been under investigation or inquiry regarding compliance the subject of any allegation or assessed any criminal or civil penalty related to any Anti-Corruption Law. (f) In the past three (3) years, (i) neither the Company nor any of its Subsidiaries has transacted business with such lawsor for the benefit of any Sanctioned Person nor otherwise violated applicable Sanctions Laws or applicable Ex-Im Laws, (ii) neither the Company nor any of its Subsidiaries has, to the knowledge of the Company, been charged in writing by any Governmental Authority with a violation of, any Sanctions Laws or Ex-Im Laws, and (iii) there has not been any Claim pending or, to the Company’s knowledge, threatened in writing against the Company or any of its Subsidiaries with respect to any violations of any Sanctions Law or Ex-Im Laws. To the knowledge of the Company, none of the Company, its Subsidiaries or any director or officer of the Company or any of its Subsidiaries is or has been in the past three (3) years a Sanctioned Person.

Compliance with Laws and Court Orders; Permits. (a) (i) The business of the Company and each of its Subsidiaries is and has been conducted are in compliance in all material respects with all Applicable Lawswith, (ii) and to the knowledge of the Company are not under investigation by any Governmental Authority with respect to, Applicable Law, except for failures to comply or violations that have not had and each of its Subsidiaries (A) hold all Permits necessary for the lawful conduct of their respective businesses and (B) are (and since January 3, 2013 have been) in compliance with the terms of all such Permits and (iii) the consummation of the Merger, in and of itself, will would not cause the revocation or cancellation of any Permit, except, in each case, for any such non-compliance, non-possession or revocation or cancellation as would notreasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company. Since January 3, 2013, neither the The Company nor any and each of its Subsidiaries has received written notice in effect all Permits which are material to the effect that a Governmental Authority (x) claimed or alleged that the Company or any of and its Subsidiaries was taken as a whole, and necessary for it to lawfully conduct its business as presently conducted, except for such Permits the absence of which have not in compliance with all Applicable Laws or (y) made any revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit, except, in the case of each of subsections (x) had and (y) above, which would notnot reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company. (b) Neither the Company nor its SubsidiariesThere is no judgment, nordecree, to the Company’s knowledgeinjunction, rule or order of any of their respective Affiliates arbitrator or officers, directors, employees, agents, representatives, consultants, or any other Person associated with or acting for or on behalf of Governmental Authority outstanding against the Company or any of its Subsidiaries (i) is a person with whom transactions are prohibited that has had or limited under any applicable economic sanctions laws administered by the Office of Foreign Assets Control, the United Nations Security Council, the European Union, or Her Majesty’s Treasury, or (ii) except as set forth in Section 4.12 of the Company Disclosure Schedule, has violated any economic sanctions laws within the last three years except as would notreasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. . (c) The Company and its Subsidiaries are is, and for the past three two (2) years have been has been, in compliance, in all material respects, with all statutory and regulatory requirements under all International Trade Laws and Regulations. The Company has not engaged in any transactions, or otherwise dealt directly or indirectly, with any person or entity with whom U.S. persons are prohibited from dealing under International Trade Laws and Regulations. (d) Within the past two (2) years, the Company has not (i) received any written communication alleging that it is not in compliance with International Trade Laws and in possession of any and all licenses, registrations, and permits that may be required for the lawful conduct of their business under applicable import and export control laws, including without limitation the Export Administration Regulations except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth in Section 4.12(b(ii) of the Company Disclosure Schedule, within the past three years, neither the Company nor any of its Subsidiaries has made any voluntary disclosures disclosure with respect to U.S. Government authorities under U.S. economic sanctions laws or U.S. export control laws, been assessed a possible violation of International Trade Laws and Regulations to any fine or penalty under such laws, or, to its knowledge, been the subject of any governmental investigation or inquiry regarding compliance with such lawsGovernmental Authority.

Compliance with Laws and Court Orders; Permits. (a) (i) The business Neither the Company nor any other Transferred Entity is in violation of any Applicable Law, except for violations that have not resulted and would not reasonably be expected to be reasonably likely to result in a fine, penalty or charge material to the Transferred Entities, taken as a whole. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against any Transferred Entity that has or had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or that in any manner seeks to prevent, enjoin, alter or materially delay the transactions contemplated hereby. As of the Company and each of its Subsidiaries is and has been conducted in compliance in all material respects with all Applicable Lawsdate hereof, (ii) neither the Company nor any other Transferred Entity has received a written notice of any investigation or review by any Governmental Authority that is pending, and, to the knowledge of Seller, no investigation or review is threatened, nor has any Governmental Authority indicated in writing any intention to conduct the same. As of the date hereof, neither the Company, the other Transferred Entities, nor to the knowledge of Seller, any of their respective directors, officers, key employees or Persons performing management functions similar to officers or partners has received any written claim, demand, notice, complaint, court order or administrative court order from any Governmental Authority since January 1, 2010 under, or relating to any violation or possible violation of any Applicable Law, and each no claim, demand, notice, complaint, court order or administrative order of its Subsidiaries (A) hold any kind is currently outstanding and unsatisfied. Each of the Transferred Entities holds all Permits licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities necessary for the lawful conduct of their respective businesses and (B) are (and since January 3businesses, 2013 have been) in compliance with except where the terms of all such Permits and (iii) failure to hold the consummation of the Merger, in and of itself, will same would not cause the revocation or cancellation of any Permit, except, in each case, for any such non-compliance, non-possession or revocation or cancellation as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Since January 3, 2013, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority (x) claimed or alleged that the Company or any of its Subsidiaries was not in compliance with all Applicable Laws or (y) made any revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such Permit, except, in the case of each of subsections (x) and (y) above, which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (b) Neither the Company nor its Subsidiaries, nor, to the Company’s knowledge, any of their respective Affiliates or officers, directors, employees, agents, representatives, consultants, or any other Person associated with or acting for or on behalf of the Company or its Subsidiaries (i) is a person with whom transactions are prohibited or limited under any applicable economic sanctions laws administered by the Office of Foreign Assets Control, the United Nations Security Council, the European Union, or Her Majesty’s Treasury, or (ii) except as set forth in Section 4.12 of the Company Disclosure Schedule, has violated any economic sanctions laws within the last three years except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Effect. (b) The Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company and the other Transferred Entities and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Company. The Company and , its Subsidiaries and their respective officers and employees and, to the knowledge of Seller, the Company’s directors and agents, are and for the past three years have been in compliance with Anti-Corruption Laws and applicable Sanctions in possession all material respects. None of the Company, any and all licenses, registrations, and permits that may be required for the lawful conduct other Transferred Entity or any of their business under applicable import and export control lawsrespective directors, including without limitation the Export Administration Regulations except as would notofficers, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth in Section 4.12(b) of the Company Disclosure Schedule, within the past three years, neither the Company nor any of its Subsidiaries has made any voluntary disclosures to U.S. Government authorities under U.S. economic sanctions laws or U.S. export control laws, been assessed any fine or penalty under such lawsemployees, or, to its knowledgethe knowledge of Seller, been agents, is the subject of any governmental investigation or inquiry regarding compliance with such lawsSanctions.