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

Compliance with Laws and Court Orders. (a) The Company and each of its Subsidiaries is and, since January 1, 2005, 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 or Order, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Laws.

Compliance with Laws and Court Orders. (a) The Company and each of its Subsidiaries is are and, since January 1, 2005, has 2006 have been in compliance with, and, and to the Knowledge knowledge of the Company, is Company are 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 or OrderApplicable Law, except for failures to comply or violations that have do not had have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses Each of the Company and its SubsidiariesSubsidiaries has in effect all approvals, taken as a whole authorizations, certificates, filings, franchises, licenses, notices and permits of or with all Governmental Authorities (the collectively, “Company Permits”)) necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as currently conducted, except where for such authorizations, certificates, filings, franchises, licenses, notices, permits and approvals the failure has of which to hold do not had have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company. The Company and each of its Subsidiaries is in compliance with Since June 30, 2006, there has occurred no material default under, or material violation of, any such Permit and, to the terms knowledge of the Company PermitsCompany, except for failures to comply or violations that have not had and the consummation of the Merger would not reasonably be expected cause the revocation or cancellation of any material Permit. No representation or warranty is made in this Section 4.13 with respect to haveEnvironmental Laws, individually which are covered in Section 4.15 hereof, or ERISA matters, which are covered in the aggregate, a Material Adverse EffectSection 4.18 hereof. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any director or officer, has received knowledge of any communication during the past 12 months that alleges substantive written complaint, allegation, assertion or claim that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that engaged in a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Laws.

Compliance with Laws and Court Orders. (a) The Company and each of its Subsidiaries is andis, and since January 1, 20052021 has been, 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 or Order, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole including all insurance and reinsurance licenses required by any Governmental Entity (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is are in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (bi) The Neither the Company and its Subsidiaries are in compliance in all material respects with all statutory Subsidiaries, nor any of its or their Affiliates, directors or officers is listed on the Specially Designated Nationals and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented Blocked Persons list or other similar lists maintained by the Office of Foreign Assets ControlsControl, by the United States Department of the Treasury or pursuant to executive orders, (collectivelyii) neither the Company and its Subsidiaries, and nor any successors of its or replacements thereoftheir Affiliates (which, for the “Export Control Laws”avoidance of doubt, shall exclude Xxxxxx Xxxxxxxxx in his capacity as a shareholder of the Company). To , directors or officers, or to the Knowledge of the Company, neither any of its employees, agents or other Persons acting on the Company’s or any Company Subsidiary’s behalf (A) has taken, or caused to be taken, directly or indirectly, any action that would or could cause the Company nor or any of its Subsidiaries to be in violation of any Anti-Corruption Law, or (B) has received corruptly made, promised, offered or authorized, or has caused or authorized any communication during other Person corruptly to make, promise or offer, any payment or transfer of anything of value, directly or indirectly, to any official, employee or agent of any Governmental Entity for the past 12 months that alleges that the Company purpose of (1) influencing such Person to take any action or Subsidiary decision or to omit to take any action, in such Person’s official capacity, (2) inducing such Person to use his or her influence with a Governmental Entity to affect any act or decision of a Governmental Entity, or (3) securing any improper advantage, and (iii) each of the Company is not, or may not be, and each of the Company’s Affiliates complies in all material respects with and implements internal compliance with, or has, or may have, any liability underpolicies with respect to applicable Anti-Corruption Laws. As used in this Section 3.8(b), the Export Control term “Anti-Corruption Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) ” means each Law, regulation, treaty or convention relating to anti‑money laundering, anti‑terrorism financing, anti‑bribery, anti‑corruption or similar matters, including the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws1977, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Lawsas amended.

Compliance with Laws and Court Orders. (a) The Except as disclosed in Schedule 3.13 and except for matters that are in the Knowledge of Buyer, neither the Company and each nor any Company Subsidiary is in violation of its Subsidiaries is and, since January 1, 2005or, has been in compliance withviolated since June 17, and2002 or, to the Knowledge of the Company, is not under investigation with respect to and has not been or threatened to be charged with or given notice of any in violation of, any applicable Law law, rule, regulation, judgment, injunction, order or Orderdecree (other than Environmental Laws, the sole representation concerning which is contained in Section 3.21), except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors Except as disclosed on Schedule 3.13 or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may as would not be, in compliance with, or has, or may reasonably be expected to have, any liability underindividually or in the aggregate, the Export Control Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under a Material Adverse Effect: (i) the Foreign Corrupt Practices Act Company and the Organization for Economic Cooperation Company Subsidiaries own, hold or possess all licenses, franchises, permits, approvals and Development Convention Against Bribery of Foreign Public Officials other governmental authorizations (collectively, “Licenses and Permits”) necessary to entitle them to own or lease, operate and use their respective properties and to carry on and conduct in International Business Transactions and legislation implementing such convention and their respective businesses, (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating not in violation of or in default under any Licenses and Permits, (collectivelyiii) all Licenses and Permits of the Company and the Company Subsidiaries are valid and in full force and effect, the “Anti-Bribery Laws”). To and (iv) no claim, demand, action, suit, proceeding or arbitration is pending, nor to the Knowledge of the CompanyCompany is threatened, neither the Company nor to suspend, revoke, revise, restrict, terminate or declare invalid any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may beLicenses and Permits, in violation of, each case of (i)-(iv) other than Licenses and Permits related to or has, or may have, required under any liability underEnvironmental Laws, the Anti-Bribery Lawssole representation concerning which is contained in Section 3.21.

Compliance with Laws and Court Orders. (a) The Except where the failure to so conduct such business and operations would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect: (i) the business and operations of Parent and Parent Insurance Subsidiaries have been conducted in compliance with all applicable statutes, regulations and rules regulating the business of insurance, whether domestic or foreign, and all applicable orders and directives of Governmental Authorities and market conduct recommendations resulting from market conduct examinations of Governmental Authorities regulating the business of insurance (collectively, “Insurance Laws”) and (ii) the business and operations of Parent and each of its Subsidiaries that acts as an “investment adviser” under the Advisers Act or as a broker-dealer under the 1934 Act (collectively, the “Parent Asset Management Subsidiaries”) have been conducted in compliance with all applicable statutes, regulations and rules, and all applicable orders and directives of Governmental Authorities regulating the business of, investment advisers and broker-dealers (collectively, “Investment Advisory Laws”). Notwithstanding the generality of the foregoing, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, (i) each Parent Insurance Subsidiary and, to the knowledge of Parent, its agents, have marketed, sold and issued insurance products in compliance, in all material respects, with Insurance Laws applicable to the business of such Parent Insurance Subsidiary and in the respective jurisdictions in which such products have been sold and (ii) each Parent Asset Management Subsidiary has engaged in the business of acting as an investment adviser or a broker-dealer, as the case may be, in compliance, in all material respects, with Investment Advisory Laws applicable to the business of such Parent Asset Management Subsidiary. In addition, (x) there is no pending or, to the knowledge of Parent, threatened charge by any Governmental Authorities that any Parent Insurance Subsidiary or Parent Asset Management Subsidiary has violated, nor any pending or, to the knowledge of Parent, threatened investigation by any Governmental Authorities with respect to possible violations of, any applicable Insurance Laws or Investment Advisory Laws, as the case may be, where such violations would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and (y) the Parent Insurance Subsidiaries and the Parent Asset Management Subsidiaries have filed all reports required to be filed with any insurance regulatory authority or investment advisory regulatory authority, as the case may be, on or before the date hereof, except for such failures to file such reports as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Except as required by Insurance Laws of general applicability and the insurance licenses maintained by the Parent Insurance Subsidiaries, there are no written agreements, memoranda of understanding, commitment letters or similar undertakings binding on the Parent Insurance Subsidiaries to which Parent or any of its Insurance Subsidiaries is a party, on one hand, and any Governmental Authority is a party or addressee, on the other hand, or orders or directives by, or supervisory letters from, any Governmental Authority specifically with respect to Parent or any of its Insurance Subsidiaries, which (A) limit the ability of Parent or any of its Insurance Subsidiaries to issue insurance policies, (B) require any investments of Parent or any of its Insurance Subsidiaries to be treated as nonadmitted assets, (C) require any divestiture of any investments of Parent or any of its Insurance Subsidiaries, (D) in any manner impose any requirements on Parent or any of its Insurance Subsidiaries in respect of Risk Based Capital requirements that add to or otherwise modify the Risk Based Capital requirements imposed under applicable laws or (E) in any manner relate to the ability of Parent or any of its Insurance Subsidiaries to pay dividends or otherwise restrict the conduct of business of Parent or any of its Insurance Subsidiaries in any material respect. Except as required by Investment Advisory Laws of general applicability, there are no written agreements, memoranda of understanding, commitment letters or similar undertakings binding on the Parent Asset Management Subsidiaries to which Parent or any Parent Asset Management Subsidiary is a party, on one hand, and any Governmental Authority is a party or addressee, on the other hand, or orders or directives by any Governmental Authority specifically with respect to Parent or, to the knowledge of Parent, any of the Parent Asset Management Subsidiaries, which limit the ability of Parent or any of the Parent Asset Management Subsidiaries to engage in the investment advisory businesses. (b) Since December 31, 2001, each “Investment Company” (as such term is defined in the 0000 Xxx) for which Parent or any Parent Asset Management Subsidiary provided investment advisory services that is sponsored by Parent or any Parent Asset Management Subsidiary and/or for which any of them act as a general partner, managing member or in a similar capacity (collectively, the “Proprietary Funds”) has made all required filings and registrations with Governmental Authorities in order to permit each of them to carry on its respective business as currently conducted, and such registrations are in full force and effect, except where the failure to have or make or keep in full force and effect any such registration would not reasonably be expected to have a Parent Material Adverse Effect. Notwithstanding the generality of the foregoing, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, each Investment Company has engaged in its business in compliance, in all material respects, with Laws applicable to the conduct of such business. (c) None of Parent, the Parent Asset Management Subsidiaries or, to Parent’s knowledge, any person “associated” (as defined under the Advisers Act) with Parent or any of the Parent Asset Management Subsidiaries, has during the five years prior to the date hereof been convicted of any crime or been subject to any disqualification that would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the 1934 Act, or for disqualification as an investment adviser for any registered Investment Company pursuant to Section 9(a) of the 1940 Act. (d) In addition to Insurance Laws and Investment Advisory Laws, Parent and each of its Subsidiaries is and, since January 1, 2005, and has been in compliance with, and, and to the Knowledge knowledge of the Company, Parent is not under investigation with respect to to, and has not been threatened to be charged with or given notice of any violation of, any applicable Law federal, state, local or Orderforeign law, except statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Authority (collectively with Insurance Laws and Investment Advisory Laws, and including applicable anti-money laundering laws, “Laws”),except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Laws.

Compliance with Laws and Court Orders. (a) The Company It and each of its Subsidiaries is and, and since January 1, 2005, 2006 has been in compliance in all respects with, and, and to the Knowledge of the Company, its knowledge 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 or OrderApplicable Law, except for failures to comply or violations that have not had been and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company be material to it and its Subsidiaries, taken as a whole. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against it or any of its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company that has been or would reasonably be expected to be material to it and its Subsidiaries, taken as a whole or that in any manner seeks to prevent, enjoin, alter or materially delay the transactions contemplated hereby or by the Securities Purchase Agreement. (b) Neither it nor any of its Subsidiaries, nor any of their directors or officers, is a Person that is, or is owned or controlled by, a Person that is (i) the subject of any sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“Company PermitsOFAC”), except where such failure the United Nations Security Council (“UNSC”), the European Union, or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria). (c) Since January 1, 2006, neither it nor any of its Subsidiaries has not had and would not reasonably be expected engaged in, or is now engaged in, directly or, to haveits knowledge, individually indirectly, any dealings or transactions with any Person, or in any country or territory, that, at the aggregatetime of the dealing or transaction, a Material Adverse Effect. The Company is or was the subject of Sanctions with which it or such Subsidiary is required to comply. (d) It and each of its Subsidiaries is in compliance with the terms of the Company Permitsis, except for failures to comply or violations that have not had and would not reasonably be expected to havesince January 1, individually or in the aggregate2006 has been, a Material Adverse Effect. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orderswith, and the Laws implemented by the Office to its knowledge is not under investigation with respect to and has not been threatened to be charged with or given notice of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in material violation of, or has, or may have, any liability under, the Anti-Bribery LawsApplicable Law that relates to Sanctions.

Compliance with Laws and Court Orders. (a) The Company Aspen and each of its Subsidiaries is andis, and since January 1, 20052018, has been been, in compliance with, and, and to the Knowledge knowledge of the Company, Aspen is not under investigation with respect to to, and has not been threatened to be charged with or given notice of any violation of, any applicable Law or OrderApplicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to havebe, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company material to Aspen and its Subsidiaries, taken as a whole (the “Company Permits”)whole. There is no judgment, except where such failure decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against Aspen or any of its Subsidiaries that has not had and or would not reasonably be expected to havebe, individually or in the aggregate, material to Aspen and its Subsidiaries, taken as a Material Adverse Effectwhole. (b) For the five years preceding the date hereof, neither Aspen nor any of its Subsidiaries has engaged in, or is now engaged in, directly or indirectly, any dealings or transactions with any Sanctioned Country or Sanctioned Person. The Company and each Neither Aspen nor any of its Subsidiaries nor any directors, officers, or to the knowledge of Aspen, employees or agents of Xxxxxxx or any of its Subsidiaries is a Sanctioned Person. (c) Aspen and its Subsidiaries (i) are, and for the five years preceding the date hereof have been, in material compliance with all applicable Sanctions and export controls laws, and (ii) have instituted, maintain and enforce policies and procedures reasonably designed to promote compliance with all applicable Sanctions and export controls laws. For the terms five years preceding the date hereof, Aspen and its Subsidiaries have not been penalized for or threatened to be charged with, or given notice of any violation of, or, to the Company Permitsknowledge of Aspen, been under investigation with respect to, any Sanctions or export controls laws, and no Action by or before any Governmental Authority or any arbitrator involving Aspen or any of its Subsidiaries with respect to Sanctions or export controls laws is pending, except for failures to comply where such proceedings or violations that have not had and investigations would not reasonably be expected to havebe, either individually or in the aggregate, material to Aspen and its Subsidiaries, taken as a whole. (d) None of (a) the Xxxxxxx Contributions or the Merger, (b) the execution, delivery or performance of this Agreement or (c) the consummation of any Transactions, or the fulfillment of the terms hereof, will result in a violation by Aspen, or to the knowledge of Aspen, cause a violation by any other Person, of Sanctions. (e) Neither Aspen, any of its Subsidiaries, nor any of its or their respective officers, directors, or, to Aspen’s knowledge, employees or other Persons acting on behalf of Aspen or any of its Subsidiaries has in the past five years directly or knowingly indirectly made, promised, or authorized or offered, agreed, or attempted to make any payment of cash or other thing of value to any employee or official of a Governmental Authority, any political party or official thereof, any candidate for political office or any other Person for purposes of obtaining or retaining business or gaining other unlawful advantage in material violation of the Foreign Corrupt Practices Act of 1977, as amended, or other Laws regarding bribery or corruption (the “Anti-Corruption Laws”). Neither Aspen, any of its Subsidiaries, nor any of its or their respective officers, directors, or, to Aspen’s knowledge, employees or other Persons acting on behalf of Aspen or any of its Subsidiaries has in the past five years (i) been the subject of a material claim or allegation (from any source) relating to any potential violation of the Anti-Corruption Laws or any potentially unlawful payment, contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment or the provision of anything of value, directly or indirectly, to any employee or official of a Governmental Authority, to any political party or official thereof or to any candidate for political office or (ii) received any written notice or communication from, or made a voluntary disclosure to, any Governmental Authority regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Corruption Law. (f) Neither Aspen nor any of its Subsidiaries is a party to any agreement or settlement with any Governmental Authority with respect to any actual or alleged violation of any Applicable Law, except for agreements and settlements that would not reasonably be expected to be, individually or in the aggregate, a Material Adverse Effect. (b) The Company material to Aspen and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control ActSubsidiaries, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Lawstaken as a whole. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Laws.

Compliance with Laws and Court Orders. (a) The Neither the Company nor any Subsidiary is in violation of any applicable Law in any material respect. Neither the Company nor any Subsidiary has received any notice from any Governmental Body asserting any material failure to comply with any applicable Law that has not been fully addressed and resolved. (b) Each of the Company and the Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls which provide assurance that in all material respects (A) transactions are executed with management’s authorization; (B) transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Company and to maintain accountability for the Company’s consolidated assets; (C) access to the Company’s assets is permitted only in accordance with management’s authorization; (D) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (E) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Except as set forth on Schedule 3.22, the Company and each of its Subsidiaries is and, since January 1, 2005, 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 or Order, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company and its Subsidiaries officers are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control applicable provisions of the Sarbanes Oxley Act. Except as permitted by the Exchange Act, including, without limitation, Sections 3(k)(2) and (3), since the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department enactment of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the CompanySarbanes Oxley Act, neither the Company nor any of its Subsidiaries affiliates has received made, arranged or modified (in any communication during the past 12 months that alleges that the Company material way) personal loans to any executive officer or Subsidiary director of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control LawsCompany. (c) The Management of the Company (A) has designed disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries are in compliance with all legal requirements under consolidated Subsidiaries, is made known to the management of the Company by others within those entities; and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s board of directors (i) any significant deficiencies in the Foreign Corrupt Practices Act design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials Company’s auditors any material weaknesses in International Business Transactions and legislation implementing such convention internal controls and (ii) international anti-bribery conventions (any fraud, whether or not material, that involves management or other than employees who have a significant role in the convention described in clause (i)) and local anti corruption and bribery LawsCompany’s internal controls, except in each case, case as disclosed in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”)response to any representation hereunder. To the Knowledge Parent has made available to Buyer a summary of any such disclosure made by management to the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Laws’s auditors and audit committee.

Compliance with Laws and Court Orders. (a) The Company Aspen and each of its Subsidiaries is andis, and since January 1, 20052018, has been been, in compliance with, and, and to the Knowledge knowledge of the Company, Aspen is not under investigation with respect to to, and has not been threatened to be charged with or given notice of any violation of, any applicable Law or OrderApplicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to havebe, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company material to Aspen and its Subsidiaries, taken as a whole (the “Company Permits”)whole. There is no judgment, except where such failure decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against Aspen or any of its Subsidiaries that has not had and or would not reasonably be expected to havebe, individually or in the aggregate, material to Aspen and its Subsidiaries, taken as a Material Adverse Effectwhole. (b) For the five years preceding the date hereof, neither Aspen nor any of its Subsidiaries has engaged in, or is now engaged in, directly or indirectly, any dealings or transactions with any Sanctioned Country or Sanctioned Person. The Company and each Neither Aspen nor any of its Subsidiaries nor any directors, officers, or to the knowledge of Aspen, employees or agents of Exxxxxx or any of its Subsidiaries is a Sanctioned Person. (c) Aspen and its Subsidiaries (i) are, and for the five years preceding the date hereof have been, in material compliance with all applicable Sanctions and export controls laws, and (ii) have instituted, maintain and enforce policies and procedures reasonably designed to promote compliance with all applicable Sanctions and export controls laws. For the terms five years preceding the date hereof, Aspen and its Subsidiaries have not been penalized for or threatened to be charged with, or given notice of any violation of, or, to the Company Permitsknowledge of Aspen, been under investigation with respect to, any Sanctions or export controls laws, and no Action by or before any Governmental Authority or any arbitrator involving Aspen or any of its Subsidiaries with respect to Sanctions or export controls laws is pending, except for failures to comply where such proceedings or violations that have not had and investigations would not reasonably be expected to havebe, either individually or in the aggregate, material to Aspen and its Subsidiaries, taken as a whole. (d) None of (a) the Exxxxxx Contributions or the Merger, (b) the execution, delivery or performance of this Agreement or (c) the consummation of any Transactions, or the fulfillment of the terms hereof, will result in a violation by Aspen, or to the knowledge of Aspen, cause a violation by any other Person, of Sanctions. (e) Neither Aspen, any of its Subsidiaries, nor any of its or their respective officers, directors, or, to Aspen’s knowledge, employees or other Persons acting on behalf of Aspen or any of its Subsidiaries has in the past five years directly or knowingly indirectly made, promised, or authorized or offered, agreed, or attempted to make any payment of cash or other thing of value to any employee or official of a Governmental Authority, any political party or official thereof, any candidate for political office or any other Person for purposes of obtaining or retaining business or gaining other unlawful advantage in material violation of the Foreign Corrupt Practices Act of 1977, as amended, or other Laws regarding bribery or corruption (the “Anti-Corruption Laws”). Neither Aspen, any of its Subsidiaries, nor any of its or their respective officers, directors, or, to Aspen’s knowledge, employees or other Persons acting on behalf of Aspen or any of its Subsidiaries has in the past five years (i) been the subject of a material claim or allegation (from any source) relating to any potential violation of the Anti-Corruption Laws or any potentially unlawful payment, contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment or the provision of anything of value, directly or indirectly, to any employee or official of a Governmental Authority, to any political party or official thereof or to any candidate for political office or (ii) received any written notice or communication from, or made a voluntary disclosure to, any Governmental Authority regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Corruption Law. (f) Neither Aspen nor any of its Subsidiaries is a party to any agreement or settlement with any Governmental Authority with respect to any actual or alleged violation of any Applicable Law, except for agreements and settlements that would not reasonably be expected to be, individually or in the aggregate, a Material Adverse Effect. (b) The Company material to Aspen and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control ActSubsidiaries, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Lawstaken as a whole. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Laws.

Compliance with Laws and Court Orders. (a) The Company and each of its Subsidiaries is and, since January 1, 2005, 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 or Order, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is are in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, (i) neither the Company and its Subsidiaries, nor any of its Subsidiaries or their Affiliates, directors or officers is listed on the Specially Designated Nationals and Blocked Persons list or other similar lists maintained by the Office of Foreign Assets Control, by the United States Department of the Treasury or pursuant to executive orders, (ii) neither the Company and its Subsidiaries, nor any of its or their Affiliates, directors, officers, employees, agents or other Persons acting on the Company’s or any Company Subsidiary’s behalf has received taken, or caused to be taken, directly or indirectly, any communication during the past 12 months action that alleges that would or could cause the Company or Subsidiary any of its Subsidiaries to be in violation of any Anti-Corruption Law, and (iii) each of the Company is not, or may not be, and each of the Company’s Affiliates complies with and implements internal compliance policies with respect to applicable Anti-Corruption Laws. As used in compliance with, or has, or may have, any liability underthis Section 3.8(b), the Export Control term “Anti-Corruption Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) ” means each Law, regulation, treaty or convention relating to anti-money laundering, anti-terrorism financing, anti-bribery, anti-corruption or similar matters, including the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws1977, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Lawsas amended.

Compliance with Laws and Court Orders. (a) The Since January 1, 2013: (i) neither the Company and each nor any of its Subsidiaries is andin material violation of, since January 1nor has it materially violated, 2005, has been in compliance with, and, to the Knowledge of the Company, nor is not it under investigation with respect to and to, or has not been threatened to be charged with or given notice of any violation of, any applicable Applicable Law or OrderGovernmental Authority guidelines, except for failures including the Electronic Fund Transfer Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008 and any other law relating to comply bank secrecy, discriminatory lending, financing or violations that have not had leasing practices, money laundering prevention and would not reasonably be expected all Governmental Authority requirements relating to havethe origination, individually or in the aggregate, a Material Adverse Effect. The Company sale and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation servicing of the businesses of Mortgage Loans; (ii) the Company and its SubsidiariesBank have each timely and properly filed and maintained, taken as a whole (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company and its Subsidiaries are in compliance in all material respects with respects, all statutory requisite Currency Transaction Reports and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations Suspicious Activity Reports and associated executive orders, have properly monitored transaction activity (including wire transfers); and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, iii) neither the Company nor any of its Subsidiaries has received is subject to any communication during the past 12 months that alleges that the Company Order of any arbitrator or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control LawsGovernmental Authority. (cb) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge None of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company’s Subsidiaries or, a Subsidiary to the Company’s Knowledge, any of their respective Representatives has, directly or indirectly: (i) used any funds of the Company or any of the Company’s Subsidiaries for any unlawful contribution, unlawful gift or unlawful entertainment or other expense relating to political activity; (ii) made any unlawful payment to any foreign or domestic governmental official or employee or to any foreign or domestic political party or campaign from funds of the Company or any of its Subsidiaries; (iii) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977 or any similar law; (iv) established or maintained any unlawful fund of monies or other assets of the Company or any of its Subsidiaries; (v) made any fraudulent entry on the books or records of the Company or any of its Subsidiaries; or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business or to obtain special concessions for the Company or any of its Subsidiaries or any of their directorsAffiliates, officers, agents to pay for favorable treatment for business secured or employees isto pay for special concessions already obtained for the Company or any of its Subsidiaries, or may be, in violation of, or has, or may have, is currently subject to any liability under, United States sanctions administered by the Anti-Bribery LawsOffice of Foreign Assets Control of the UST.

Compliance with Laws and Court Orders. (a) The business and operations (including the termination and appointment of agents) of the Company and the Company Subsidiaries have been conducted in compliance with all applicable Insurance Laws, except where the failure to so conduct such business and operations is not, individually or in the aggregate, reasonably likely to be materially adverse to the business, assets (including intangible assets), liabilities, financial condition or results of operations of the Company and the Company Subsidiaries taken as a whole. Notwithstanding the generality of the foregoing, each of its Subsidiaries is Company Subsidiary and, to the knowledge of the Company, its agents, have marketed, sold and issued insurance products in compliance with Insurance Laws applicable to the business of such Company Subsidiary and in the respective jurisdictions in which such products have been sold, except for such non-compliance that is not, individually or in the aggregate, reasonable likely to be materially adverse to the business, assets (including intangible assets), liabilities, financial condition or results of operations of the Company and the Company Subsidiaries taken as a whole. In addition, (i) there is no pending or, to the knowledge of the Company, threatened proceeding to which the Company or a Company Subsidiary is subject before any Governmental Entities regarding whether any of the Company Subsidiaries has violated, nor to the knowledge of the Company any pending or threatened investigation by any Governmental Entities with respect to possible violations of, any applicable Insurance Laws; and (ii) since January 1, 2005, has been the Company Subsidiaries have filed all reports required to be filed with any insurance regulatory authority, except in compliance witheach case (i) and (ii), andfor proceedings, investigations or failures to file which, individually or in the aggregate, are not reasonably likely to be materially adverse to the Knowledge business, assets (including intangible assets), liabilities, financial condition or results of operations of the CompanyCompany and the Company Subsidiaries taken as a whole. Except as required by Insurance Laws of general applicability and the Company Permits maintained by the Company Subsidiaries, there are no written agreements, memoranda of understanding, commitment letters or similar undertakings binding on the Company Subsidiaries to which the Company or any Company Subsidiary is not under investigation a party, on the one hand, and any Governmental Entity is a party or addressee, on the other hand, or Orders of a Governmental Entity specifically with respect to the Company or any Company Subsidiary, which (A) limit in any material respect the ability of the Company or any of the Company Subsidiaries to issue insurance policies, (B) in any manner impose any requirements on the Company or any of the Company Subsidiaries in respect of risk-based capital requirements that add to or otherwise modify the risk-based capital requirements imposed under applicable Laws or (C) in any manner relate to the ability of the Company or any of the Company Subsidiaries to pay dividends or otherwise restrict the conduct of business of the Company or any of the Company Subsidiaries in any material respect. (b) In addition to Insurance Laws, the businesses of the Company and has not each Company Subsidiary is and have been threatened to be charged conducted in compliance with or given notice of any violation of, any applicable Law or OrderLaws, except for failures to comply or violations that have not had and would are not reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for Effect on the operation of the businesses of the Company and its Subsidiaries, taken as a whole Company. (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. c) The Company and each of its Subsidiaries is in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory the provisions of ERISA in the operation of each of their respective businesses and regulatory requirements under the Arms Export Control Act, the International Traffic there have been no non-exempt “prohibited transactions,” as described in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department Section 4975 of the Treasury (collectivelyCode and Title 1, and any successors or replacements thereofPart 4 of Subtitle B of ERISA, in the “Export Control Laws”)operation of their respective businesses. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary Section 3.14(c) of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in Disclosure Schedule lists each case, in jurisdictions in employee benefit plan subject to ERISA as to which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directorsits Subsidiaries is a fiduciary, officers, agents or employees is, or may be, as defined in violation of, or has, or may have, any liability under, the Anti-Bribery LawsSection 3(21) of ERISA.

Compliance with Laws and Court Orders. (a) The Company and each of its Subsidiaries is andis, and since January 1, 20052020 has been, 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 or Order, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole including all insurance and reinsurance licenses required by any Governmental Entity (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is are in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, (i) neither the Company and its Subsidiaries, nor any of its Subsidiaries has received any communication during or their Affiliates, directors or officers is listed on the past 12 months that alleges that Specially Designated Nationals and Blocked Persons list or other similar lists maintained by the Company or Subsidiary Office of Foreign Assets Control, by the United States Department of the Company is notTreasury or pursuant to executive orders, or may not be, in compliance with, or has, or may have, any liability under, (ii) neither the Export Control Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery LawsSubsidiaries, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that or their Affiliates, directors, officers, employees, agents or other Persons acting on the Company’s or any Company Subsidiary’s behalf (A) has taken, a Subsidiary of or caused to be taken, directly or indirectly, any action that would or could cause the Company or any of their directors, officers, agents or employees isits Subsidiaries to be in violation of any Anti- Corruption Law, or may be(B) has corruptly made, promised, offered or authorized, or has caused or authorized any other Person corruptly to make, promise or offer, any payment or transfer of anything of value, directly or indirectly, to any official, employee or agent of any Governmental Entity for the purpose of (1) influencing such Person to take any action or decision or to omit to take any action, in violation ofsuch Person’s official capacity, (2) inducing such Person to use his or hasher influence with a Governmental Entity to affect any act or decision of a Governmental Entity, or may have, any liability under, the Anti-Bribery Laws.or

Compliance with Laws and Court Orders. (a) The Company Each of Newco, Merger Subsidiary and each Xxxxxxx Contributed Subsidiary and, in respect of the Echo Business, Xxxxxxx and each of its other Subsidiaries is andis, and since January 1, 20052018, has been been, in compliance with, and, and to the Knowledge knowledge of the Company, Xxxxxxx is not under investigation with respect to to, and has not been threatened to be charged with or given notice of any violation of, any applicable Law or OrderApplicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to havebe, individually or in the aggregate, a Material Adverse Effectmaterial to the Echo Business. The Company and There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against Xxxxxxx or any of its Subsidiaries hold all governmental licenses(in each case, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation in respect of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except where such failure Echo Business) that has not had and or would not reasonably be expected to havebe, individually or in the aggregate, a Material Adverse Effectmaterial to the Echo Business. (b) For the five years preceding the date hereof, none of Newco, Merger Subsidiary nor any Xxxxxxx Contributed Subsidiary nor, in respect of the Echo Business, Xxxxxxx or any of its other Subsidiaries, has engaged in, or is now engaged in, directly or indirectly, any dealings or transactions with any Sanctioned Country or Sanctioned Person. The Company and each Neither Xxxxxxx nor any of its Subsidiaries nor any directors, officers, or to the knowledge of Xxxxxxx, employees or agents of Xxxxxxx or any of its Subsidiaries is a Sanctioned Person. (c) Each of Newco, Merger Subsidiary and each Xxxxxxx Contributed Subsidiary and, in respect of the Echo Business, Xxxxxxx and its other Subsidiaries (i) are, and for the five years preceding the date hereof have been, in material compliance with all applicable Sanctions and export controls laws, and (ii) have instituted, maintain and enforce policies and procedures reasonably designed to promote compliance with all applicable Sanctions and export controls laws. For the terms five years preceding the date hereof, Newco, Merger Subsidiary and the Xxxxxxx Contributed Subsidiaries and, in respect of the Company PermitsEcho Business, Xxxxxxx and its other Subsidiaries have not been penalized for or threatened to be charged with, or given notice of any violation of, or, to the knowledge of Xxxxxxx, been under investigation with respect to, any Sanctions or export controls laws, and no Action by or before any Governmental Authority or any arbitrator involving Newco, Merger Subsidiary or any Xxxxxxx Contributed Subsidiary or, in respect of the Echo Business, Xxxxxxx or any of its other Subsidiaries with respect to Sanctions or export controls laws is pending, except for failures to comply where such proceedings or violations that have not had and investigations would not reasonably be expected to havebe, either individually or in the aggregate, material to the Echo Business. (d) None of (a) the Xxxxxxx Contributions or the Merger, (b) the execution, delivery or performance of this Agreement or (c) the consummation of any Transactions, or the fulfillment of the terms hereof, will result in a violation by Newco, Merger Subsidiary or any of the Xxxxxxx Contributed Subsidiaries or, in respect of the Echo Business, Xxxxxxx or any of its other Subsidiaries, or to the knowledge of Xxxxxxx cause a violation by any other Person, of Sanctions. (e) None of Newco, Merger Subsidiary nor any of the Xxxxxxx Contributed Subsidiaries nor, in respect of the Echo Business, Xxxxxxx nor any of its other Subsidiaries, nor any of its or their respective officers, directors, or, to Xxxxxxx’x knowledge, employees or other Persons acting on behalf of Xxxxxxx or any of its Subsidiaries (in the case of Xxxxxxx and its Subsidiaries (other than Newco, Merger Subsidiary or the Xxxxxxx Contributed Subsidiaries), in respect of the Echo Business) has in the past five years directly or knowingly indirectly made, promised, or authorized or offered, agreed, or attempted to make any payment of cash or other thing of value to any employee or official of a Governmental Authority, any political party or official thereof, any candidate for political office or any other Person for purposes of obtaining or retaining business or gaining other unlawful advantage in material violation of any Anti-Corruption Laws. None of Newco, Merger Subsidiary nor any of the Xxxxxxx Contributed Subsidiaries nor, in respect of the Echo Business, Xxxxxxx nor any of its other Subsidiaries, nor any of its or their respective officers, directors, or, to Xxxxxxx’x knowledge, employees or other Persons acting on behalf of Xxxxxxx or any of its Subsidiaries (in the case of Xxxxxxx and its Subsidiaries (other than Newco, Merger Subsidiary or the Xxxxxxx Contributed Subsidiaries), in respect of the Echo Business) has in the past five years (i) been the subject of a material claim or allegation (from any source) relating to any potential violation of the Anti-Corruption Laws or any potentially unlawful payment, contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment or the provision of anything of value, directly or indirectly, to any employee or official of a Governmental Authority, to any political party or official thereof or to any candidate for political office or (ii) received any written notice or communication from, or made a voluntary disclosure to, any Governmental Authority regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Corruption Law. (f) None of Newco, Merger Subsidiary nor any of the Xxxxxxx Contributed Subsidiaries nor, in respect of the Echo Business, Xxxxxxx nor any of its other Subsidiaries is a party to any agreement or settlement with any Governmental Authority with respect to any actual or alleged violation of any Applicable Law, except for agreements and settlements that would not reasonably be expected to be, individually or in the aggregate, a Material Adverse Effectmaterial to the Echo Business. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Laws.

Compliance with Laws and Court Orders. (a) The Except where the failure to so conduct such business and operations would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect: (i) the business and operations of Parent and Parent Insurance Subsidiaries have been conducted in compliance with all applicable statutes, regulations and rules regulating the business of insurance, whether domestic or foreign, and all applicable orders and directives of Governmental Authorities and market conduct recommendations resulting from market conduct examinations of Governmental Authorities regulating the business of insurance (collectively, "INSURANCE LAWS") and (ii) the business and operations of Parent and each of its Subsidiaries that acts as an "investment adviser" under the Advisers Act or as a broker-dealer under the 1934 Act (collectively, the "PARENT ASSET MANAGEMENT SUBSIDIARIES") have been conducted in compliance with all applicable statutes, regulations and rules, and all applicable orders and directives of Governmental Authorities regulating the business of, investment advisers and broker-dealers (collectively, "INVESTMENT ADVISORY LAWS"). Notwithstanding the generality of the foregoing, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, (i) each Parent Insurance Subsidiary and, to the knowledge of Parent, its agents, have marketed, sold and issued insurance products in compliance, in all material respects, with Insurance Laws applicable to the business of such Parent Insurance Subsidiary and in the respective jurisdictions in which such products have been sold and (ii) each Parent Asset Management Subsidiary has engaged in the business of acting as an investment adviser or a broker-dealer, as the case may be, in compliance, in all material respects, with Investment Advisory Laws applicable to the business of such Parent Asset Management Subsidiary. In addition, (x) there is no pending or, to the knowledge of Parent, threatened charge by any Governmental Authorities that any Parent Insurance Subsidiary or Parent Asset Management Subsidiary has violated, nor any pending or, to the knowledge of Parent, threatened investigation by any Governmental Authorities with respect to possible violations of, any applicable Insurance Laws or Investment Advisory Laws, as the case may be, where such violations would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and (y) the Parent Insurance Subsidiaries and the Parent Asset Management Subsidiaries have filed all reports required to be filed with any insurance regulatory authority or investment advisory regulatory authority, as the case may be, on or before the date hereof, except for such failures to file such reports as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Except as required by Insurance Laws of general applicability and the insurance licenses maintained by the Parent Insurance Subsidiaries, there are no written agreements, memoranda of understanding, commitment letters or similar undertakings binding on the Parent Insurance Subsidiaries to which Parent or any of its Insurance Subsidiaries is a party, on one hand, and any Governmental Authority is a party or addressee, on the other hand, or orders or directives by, or supervisory letters from, any Governmental Authority specifically with respect to Parent or any of its Insurance Subsidiaries, which (A) limit the ability of Parent or any of its Insurance Subsidiaries to issue insurance policies, (B) require any investments of Parent or any of its Insurance Subsidiaries to be treated as nonadmitted assets, (C) require any divestiture of any investments of Parent or any of its Insurance Subsidiaries, (D) in any manner impose any requirements on Parent or any of its Insurance Subsidiaries in respect of Risk Based Capital requirements that add to or otherwise modify the Risk Based Capital requirements imposed under applicable laws or (E) in any manner relate to the ability of Parent or any of its Insurance Subsidiaries to pay dividends or otherwise restrict the conduct of business of Parent or any of its Insurance Subsidiaries in any material respect. Except as required by Investment Advisory Laws of general applicability, there are no written agreements, memoranda of understanding, commitment letters or similar undertakings binding on the Parent Asset Management Subsidiaries to which Parent or any Parent Asset Management Subsidiary is a party, on one hand, and any Governmental Authority is a party or addressee, on the other hand, or orders or directives by any Governmental Authority specifically with respect to Parent or, to the knowledge of Parent, any of the Parent Asset Management Subsidiaries, which limit the ability of Parent or any of the Parent Asset Management Subsidiaries to engage in the investment advisory businesses. (b) Since December 31, 2001, each "INVESTMENT COMPANY" (as such term is defined in the 1940 Act) for which Parent or any Parent Asset Management Subsidiary pxxxxxxx investment advisory services that is sponsored by Parent or any Parent Asset Management Subsidiary and/or for which any of them act as a general partner, managing member or in a similar capacity (collectively, the "PROPRIETARY FUNDS") has made all required filings and registrations with Governmental Authorities in order to permit each of them to carry on its respective business as currently conducted, and such registrations are in full force and effect, except where the failure to have or make or keep in full force and effect any such registration would not reasonably be expected to have a Parent Material Adverse Effect. Notwithstanding the generality of the foregoing, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, each Investment Company has engaged in its business in compliance, in all material respects, with Laws applicable to the conduct of such business. (c) None of Parent, the Parent Asset Management Subsidiaries or, to Parent's knowledge, any person "associated" (as defined under the Advisers Act) with Parent or any of the Parent Asset Management Subsidiaries, has during the five years prior to the date hereof been convicted of any crime or been subject to any disqualification that would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the 1934 Act, or for disqualification as an investment adviser for any registered Investment Company pursuant to Section 9(a) of the 1940 Act. (d) In addition to Insurance Laws and Investment Advisory Laws, Parent and each of its Subsidiaries is and, since January 1, 2005, and has been in compliance with, and, and to the Knowledge knowledge of the Company, Parent is not under investigation with respect to to, and has not been threatened to be charged with or given notice of any violation of, any applicable Law federal, state, local or Orderforeign law, except statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Authority (collectively with Insurance Laws and Investment Advisory Laws, and including applicable anti-money laundering laws, "LAWS"),except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Laws.

Compliance with Laws and Court Orders. (a) The Company holds all rights, certifications, filings, franchises, consents, exemptions, waivers, authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations, clearances, notices and each permits of, with or provided by any Governmental Authority or Third Party necessary for the Company to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to have any Company Permits has not had and would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on the ability of the Company to perform its Subsidiaries obligations under this Agreement or to consummate the transactions contemplated by this Agreement. The Company is andin, and since January 1, 2005, 2010 has been in, compliance with the terms of all Company Permits, except where the failure to be in compliance with any Company Permits has not had and would not reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. As of the date hereof and to the knowledge of the Company, no suspension, modification, revocation or cancellation of any of the material Company Permits is pending or threatened. (b) The Company is, and since January 1, 2010 has been, in compliance with, and, and to the Knowledge knowledge of the Company, 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 or OrderApplicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for Effect or a material adverse effect on the operation of the businesses ability of the Company and to perform its Subsidiaries, taken as a whole (obligations under this Agreement or to consummate the “transactions contemplated by this Agreement. There is no Order outstanding against the Company Permits”), except where such failure that has not had and or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with Effect or a material adverse effect on the terms ability of the Company Permits, except for failures to comply perform its obligations under this Agreement or violations that have not had and would not reasonably be expected to have, individually or in consummate the aggregate, a Material Adverse Effecttransactions contemplated by this Agreement. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Laws.

Compliance with Laws and Court Orders. (a) The Company and each TBC Global is not in violation of its Subsidiaries is and, except as set forth in Schedule 6.8(a) hereto has not, since January 1August 15, 20052014 (however the limitation to such date shall not limit the liability of Global or Fxxxxxx for violations in respect of filings made by TBC Global with the Securities and Exchange Commission (“SEC”) after such date which describe or relate to events which occurred on or prior to such date), has been in compliance withviolated, and, and to the Knowledge knowledge of the Company, TBC Global 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 law, rule, regulation, judgment, injunction, order or Orderdecree, except for failures to comply or violations that have not had and would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company material adverse effect on the business, results of operations or financial condition of TBC Global and its Subsidiaries hold subsidiaries taken as a whole. TBC Global has all governmental licenses, authorizationsfranchises, permits, consents, approvals, variances, exemptions licenses and orders any similar authority necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each conduct of its Subsidiaries is in compliance with business as now being conducted by it, the terms lack of which could materially and adversely affect the Company Permitsbusiness, except for failures to comply properties or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectfinancial condition of TBC Global. (b) The Company TBC Global and each of its Subsidiaries are in compliance officers and directors have complied in all material respects with all statutory and regulatory requirements under the Arms Export Control Actapplicable provisions of Sxxxxxxx-Xxxxx Act of 2002, the International Traffic as amended. Except as set forth in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented Schedule 6.8(b) hereto there are no outstanding loans made by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors TBC Global or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received affiliates to any communication during the past 12 months that alleges that the Company officer or Subsidiary director of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control LawsTBC Global. (ca) The Company Each executive officer and director of TBC Global has complied with all applicable laws in connection with or relating to actions within the scope of TBC Global’s business, except where the failure to comply would not be material to TBC Global. No executive officer or director of TBC Global is a party to or the subject of any pending or threatened suit, action, proceeding or investigation by any governmental entity that would have a material adverse effect on the business, results of operations or financial condition of TBC Global and its Subsidiaries are subsidiaries taken as a whole, except as disclosed in compliance with all legal requirements under (iTBC Global Exchange Act Documents and in Schedule 6.8(c) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Lawshereto.

Compliance with Laws and Court Orders. (a) The Company No Seller and each no Subsidiary of its Subsidiaries any Seller or Solazyme Bunge or any Subsidiary of Solazyme Bunge is and, since January 1, 2005, has been in compliance with, and, violation of any Applicable Law relating to the Knowledge Purchased Assets or the conduct 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 or OrderBusiness, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company To the extent Related to the Business and except as set forth on Section 3.10(b) of the Seller Disclosure Schedule, no Seller or Subsidiary thereof, or to the Knowledge of Sellers, Solazyme Bunge or any of its Subsidiaries Subsidiaries, has received or been subject to, in each case since July 1, 2014, (i) any United States Food and Drug Administration (“FDA”) Form 483s or equivalent report by inspectors or officials from any other Governmental Authority of any situation requiring correction of conditions or circumstances that are objectionable or otherwise contrary to Applicable Law, (ii) any FDA Notices of Adverse Findings or any equivalent written correspondence from any other Governmental Authority indicating a failure to comply with Applicable Law or (iii) any warning letters or other written correspondence from the FDA or any other Governmental Authority in which the FDA or such other Governmental Authority asserting that the operations of the Business were not in compliance with Applicable Law. (c) Except as set forth in Section 3.10(c) of the Seller Disclosure Schedule, the marketing, packaging, labeling and sale of products related to the Business by or on behalf of each Seller (or Subsidiary thereof) and on behalf of Solazyme Bunge (or any Subsidiary thereof) currently complies, and since July 1, 2014 has complied, in all material respects with Applicable Law and applicable self-regulatory authority policies. To the Knowledge of Sellers, no Seller (or any Subsidiary thereof) or to the Knowledge of Sellers, Solazyme Bunge (or any Subsidiary thereof) nor any of their respective manufacturers has received any written notice or charge, which has not been complied with or withdrawn, by a Governmental Authority asserting any material violation of such requirements. Since July 1, 2014, no Seller (or any Subsidiary thereof) or to the Knowledge of Sellers, Solazyme Bunge (or any Subsidiary thereof) has undertaken any product recall (whether voluntary or compulsory) related to the Business, and, to the Knowledge of Sellers, no product manufactured, marketed or sold by any Seller (or any Subsidiary thereof) or Solazyme Bunge (or any Subsidiary thereof) Related to the Business is subject to a recall required by any Governmental Authority, and no Seller (or any Subsidiary thereof) or Solazyme Bunge (or any Subsidiary thereof) has any current plans to initiate a voluntary product recall related to the Business. (d) Since July 1, 2014, each Seller (and each Subsidiary thereof) and Solazyme Bunge (and each Subsidiary thereof) has complied in all material respects with all statutory and regulatory other reporting requirements under applicable to the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented Business as required by the Office of Foreign Assets Controls, United States Department of the Treasury Applicable Law. No Seller (collectively, and or any successors Subsidiary thereof) or replacements thereof, the “Export Control Laws”). To to the Knowledge of Sellers, Solazyme Bunge (or any Subsidiary thereof) has received since July 1, 2014 any notice or charge, which has not been complied with or withdrawn, by a Governmental Authority asserting any material violation of any Applicable Law. (e) Since July 1, 2014, each Seller (and each Subsidiary thereof) and Solazyme Bunge (and each Subsidiary thereof) has conducted all marketing and promotional activities of the CompanyBusiness in material compliance with applicable requirements of relevant Governmental Authorities. No Seller (or Subsidiary thereof) or to the Knowledge of Sellers, neither Solazyme Bunge (or any Subsidiary thereof) has received since July 1, 2014 any written notice or charge, which has not been complied with or withdrawn, by a Governmental Authority asserting any material violation of such requirements Related to the Company nor Business. No Seller (or any Subsidiary thereof) or Solazyme Bunge (or any Subsidiary thereof) nor, to the Knowledge of Sellers, their manufacturers or co-packers, has been a defendant in any litigation relating to any claim for false advertising arising under the Xxxxxx Act Related to the Business. (f) No Seller (or any Subsidiary thereof) or Solazyme Bunge (or any Subsidiary thereof) Subsidiaries nor, to the Knowledge of Sellers, any of its Subsidiaries their employees, has been disqualified, debarred or voluntarily excluded by the FDA or any other Governmental Authority for any purpose, or has been charged with or convicted under United States federal law for conduct relating to the development or approval, or otherwise relating to the regulation, of any drug product under the Federal Food, Drug, and Cosmetic Act or any other Applicable Law, in each case Related to the Business. No Seller (or any Subsidiary thereof) or to the Knowledge of Sellers, Solazyme Bunge (or any Subsidiary thereof) nor, to the Knowledge of Sellers, any of their employees, has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Lawswritten notice to such effect. (cg) The Company All Permits required for Sellers and their Subsidiaries or Solazyme Bunge and its Subsidiaries are to conduct the Business in compliance with all legal requirements under (i) material respects as currently conducted, or for the Foreign Corrupt Practices Act ownership and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials use in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge all material respects of the CompanyPurchased Assets, neither the Company nor have been obtained by Sellers and/or any Subsidiary of any Seller or Solazyme Bunge and its Subsidiaries has received and are valid and in full force and effect. Section 3.10(g) of the Seller Disclosure Schedule lists all material Permits issued to Sellers and any communication that alleges that the Company, a Subsidiary of any Seller that are related to the Company Seller’s portion of the Business as currently conducted or the ownership of the Purchased Assets, including the names of the Permits and their respective dates of issuance and expiration. All fees and charges with respect to such Permits as of the date hereof have been paid in full; and no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit set forth in Section 3.10(g) of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery LawsSeller Disclosure Schedule.

Compliance with Laws and Court Orders. (a) The Since January 1, 2013, the Company and each of its Subsidiaries is and, since January 1, 2005, has have been in compliance with, with any Applicable Law (including the False Claims Act of 1863 (“FCA”) and, to as applicable, the Knowledge Foreign Corrupt Practices Act of the Company1977 (“FCPA”), is not under investigation with respect to and has not been threatened to be charged with any other anti-bribery or given notice of any violation ofanti-corruption legislation enacted by a Governmental Authority (collectively, any applicable Law or Order“Anti-Bribery Acts”)), except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. . (b) The Company and each of its Subsidiaries hold all governmental licensesare not, authorizationsand since January 1, permits2013 have not been, consentsin each case, approvals, variances, exemptions and orders necessary for to the operation knowledge of the businesses Company, under investigation with respect to and have not been, to the knowledge of the Company and its SubsidiariesCompany, taken as a whole (the “Company Permits”)threatened to be charged with, charged with, convicted of or otherwise given notice of any violation of, any Applicable Law, except where such failure has not had and in the case of each of the foregoing, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each is not investigating, as of the date hereof, any whistleblower allegations or other concerns regarding the Company’s or any of its Subsidiaries is in Subsidiaries’ compliance with the terms of the Company PermitsFCPA, except for failures to comply FCA, other applicable Anti-Bribery Acts or violations other Applicable Law, other than any such allegations or concerns that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Laws. (c) The Company and its Subsidiaries are each has obtained and is in compliance with all legal requirements permits, licenses, grants, certifications, approvals, registrations, consents, authorizations, franchises, easements, variances, exemptions and orders issued or granted by a Governmental Authority (“Licenses”) necessary to conduct its business as presently conducted, including for the development, manufacturing, testing, storage, distribution, marketing, sale, import or export of any products currently in the commercial portfolio of the Company (“Products”), except those the absence of which or the non-compliance with which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Licenses are in full force and effect, no default (with or without notice, lapse of time, or both) has occurred under any such License, and none of the Company or its Subsidiaries has received any written notice from any Governmental Authority threatening to suspend, revoke, withdraw or modify any such License, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (id) Except as would not reasonably be expected to have, individually or in the Foreign Corrupt Practices Act aggregate, a Company Material Adverse Effect, (A) since January 1, 2013, none of the Company, its Subsidiaries or any of its and their respective directors or officers or, to the Organization knowledge of the Company, any of its and their other employees, agents or any other Person acting on their behalf has (1) used any corporate funds of the Company or any of its Subsidiaries for Economic Cooperation and Development Convention Against any unlawful contributions, payments, gifts, entertainment or other unlawful expenses relating to political activity; (2) made any direct or indirect unlawful payments from corporate funds to any foreign or domestic government employee or official for the purpose of influencing any act or decision of such individual or of any Governmental Authority or department, agency or instrumentality thereof; or (3) violated any provision of the FCPA, FCA or any other applicable Anti-Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery LawsActs, in each case, in jurisdictions in which connection with his or her affiliation with, or the performance of his or her duties to, the Company or its Subsidiaries; (B) to the extent required by FCPA and any Anti-Bribery Acts, the Company and its Subsidiaries make and keep books, records, and accounts that accurately reflect, in all material respects, transactions and the Company Subsidiaries distribution of the Company’s and the Company’s Subsidiaries’ assets and maintain a system of internal accounting controls reasonably designed to provide reasonable assurances that transactions are operating (collectivelytaken in accordance with management’s directives and properly recorded, in each case, in accordance with applicable provisions of the “FCPA and any other applicable Anti-Bribery Laws”)Acts; and (C) to the extent required by the FCPA and any other applicable Anti-Bribery Acts, the Company and its Subsidiaries have effective disclosure controls and procedures and internal accounting controls systems that are reasonably designed to provide reasonable assurances that violations of applicable provisions of the FCPA and/or any other applicable Anti-Bribery Acts will be detected. (e) Other than as disclosed on Section 4.12(e) of the Company Disclosure Schedule, no Product is subject to the Federal Food, Drug and Cosmetic Act of 1938 or any similar Applicable Law. (f) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2013, the Company has not voluntarily or involuntarily initiated, conducted or issued any recall, field correction, market withdrawal or replacement, safety alert, or other action relating to an alleged lack of safety, efficacy or regulatory compliance of any Product, nor has the Company received any written notice that any Governmental Authority has commenced, or threatened to initiate, any Action to request the recall or enjoin the manufacture or distribution of any Product. To Except as would not reasonably be expected to have, individually or in the Knowledge aggregate, a Company Material Adverse Effect, to the knowledge of the Company, there are no facts which are reasonably expected to cause (i) the recall, market withdrawal or line-wide replacement of any class of Product, (ii) a change in the marketing classification or a material change in the labeling of any class of Product or (iii) a termination or suspension of the marketing of any class of Product due to clauses (i) or (ii) of the foregoing. (g) None of the Company or any of its Subsidiaries or any of their directors or officers or, to the knowledge of the Company, their other employees is a Sanctioned Person. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company’s and its Subsidiaries’ directors or officers or, to the knowledge of the Company, their other employees are in compliance with, and have not since January 1, 2014 violated, any applicable Sanctions; (ii) there are no pending claims or, to the knowledge of the Company, claims threatened against the Company or any of its Subsidiaries with respect to any applicable Sanctions; (iii) the Company and all of its Subsidiaries have in place controls and systems reasonably designed to promote compliance with applicable Sanctions; (iv) the Company and its Subsidiaries conduct their respective businesses in compliance with applicable provisions of U.S. export control laws and regulations, including the Arms Export Control Act (22 U.S.C. 2778 et seq.), ITAR, the Export Administration Act of 1979 (50 U.S.C. app. 2401 – 2420) (“EAA”) the Export Administration Regulations (15 C.F.R. 730 et seq.), the Foreign Trade Regulations (15 C.F.R. Part 30), the U.S. anti-boycott laws and regulations (as set forth in the EAA amended in 1977 and 26 U.S.C. § 999) and associated executive orders related to any such Applicable Laws relating to exports to the countries where the Company and its Subsidiaries conduct business; (v) the Company and its Subsidiaries are in compliance with all Applicable Laws relating to imports, including Title 19 of the U.S. Code (“U.S.C.”) and Title 19 of the Code of Federal Regulations (“C.F.R.”); (vi) the Company is registered with the DDTC, United States Department of State, as an entity that engages in the United States in the business of manufacturing or exporting “defense articles” or furnishing “defense services” as those terms are defined in ITAR, in connection with the operation of its business; and (vii) neither the Company nor any of its Subsidiaries has received any communication that alleges that manufactures “defense articles,” exported “defense articles” or furnished “defense services” or “technical data” to foreign nationals in the CompanyUnited States or elsewhere, as those terms are defined in 22 C.F.R. part 120, except pursuant to a Subsidiary of the Company valid License or any of their directors, officers, agents or employees is, or may be, other valid legal authorization and otherwise in violation of, or has, or may have, any liability under, the Anti-Bribery Lawsaccordance with Applicable Law.

Compliance with Laws and Court Orders. (a) The Company Except with respect to Tax matters (which are provided for in Section 3.15), Environmental Law (which is provided for in Section 3.19) and employee benefit matters (which are provided for in Section 3.08) CMLP and each of its Subsidiaries the CMLP Group Entities is and, since January 1, 2005, has been in compliance withwith all, and, to the Knowledge of the Company, and is not in default under investigation with respect to and has not been threatened to be charged with or given notice of any in violation of, applicable Law, other than any applicable Law noncompliance, default or Order, except for failures to comply or violations that have not had and violation which would not reasonably be expected to havenot, individually or in the aggregate, a constitute an CMLP Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for No CMLP Group Entity has received any written communication within the operation past two years from a Governmental Authority that alleges that any CMLP Group Entity is not in compliance with or is in default or violation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”)any applicable Law, except where such failure has not had and non-compliance, default or violation would not reasonably be expected to haveconstitute, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a an CMLP Material Adverse Effect. (b) The Company and its Subsidiaries CMLP Group Entities are in compliance in possession of all material respects with all statutory franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and regulatory requirements orders necessary under the Arms Export Control Actapplicable Law to own, the International Traffic in Arms Regulations, the Export Administration Regulations lease and associated executive orders, operate their properties and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Laws. (c) The Company and its Subsidiaries to lawfully carry on their businesses as they are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating now being conducted (collectively, the “Anti-Bribery LawsCMLP Permits”), except where the failure to be in possession of such CMLP Permits would not, individually or in the aggregate, constitute an CMLP Material Adverse Effect. To the Knowledge None of the Company, neither the Company nor CMLP Group Entities in default or violation of any of its Subsidiaries has received the CMLP Permits, except for any communication such defaults or violations that alleges that would not, individually or in the Companyaggregate, a Subsidiary constitute an CMLP Material Adverse Effect. No suspension or cancellation of any of the Company CMLP Permits is pending or, to the knowledge of CH, threatened, except where such suspension or any cancellation would not constitute, individually or in the aggregate, an CMLP Material Adverse Effect. As of their directorsthe Execution Date, officersto the knowledge of CH, agents no event or employees is, condition has occurred or may be, exists which would result in a violation of, breach, default or hasloss of a benefit under, or may haveacceleration of an obligation of the CMLP Group Entities under, any liability underCMLP Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any CMLP Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not constitute, individually or in the Anti-Bribery Lawsaggregate, an CMLP Material Adverse Effect.

Compliance with Laws and Court Orders. (a) The Except as set forth on Company and each Schedule 4.15(a) since January 1, 2010: (i) neither the Company nor any of its Subsidiaries is andin material violation of, since January 1nor has it materially violated, 2005, has been in compliance with, and, to the Knowledge of the Company, nor is not it under investigation with respect to and to, or has not been threatened to be charged with or given notice of any violation of, any applicable Applicable Law or OrderGovernmental Authority guidelines, except for failures including the Electronic Fund Transfer Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008 and any other law relating to comply bank secrecy, discriminatory lending, financing or violations that have not had leasing practices, money laundering prevention and would not reasonably be expected all Governmental Authority requirements relating to havethe origination, individually or in the aggregate, a Material Adverse Effect. The Company sale and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation servicing of the businesses of Mortgage loans; (ii) the Company and its Subsidiaries, taken as a whole Bank have each timely and properly filed and maintained all requisite Currency Transaction Reports and Suspicious Activity Reports and have properly monitored transaction activity (the “Company Permits”including wire transfers), except where such failure has not had ; and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (biii) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received is subject to any communication during the past 12 months that alleges that the Company Order of any arbitrator or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control LawsGovernmental Authority. (cb) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge None of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company’s Subsidiaries or, a Subsidiary to the Company’s Knowledge, any of their respective Representatives has, directly or indirectly: (i) used any funds of the Company or any of the Company’s Subsidiaries for any unlawful contribution, unlawful gift or unlawful entertainment or other expense relating to political activity; (ii) made any unlawful payment to any foreign or domestic governmental official or employee or to any foreign or domestic political party or campaign from funds of the Company or any of its Subsidiaries; (iii) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977 or any similar law; (iv) established or maintained any unlawful fund of monies or other assets of the Company or any of its Subsidiaries; (v) made any fraudulent entry on the books or records of the Company or any of its Subsidiaries; or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business or to obtain special concessions for the Company or any of its Subsidiaries or any of their directorsAffiliates, officers, agents to pay for favorable treatment for business secured or employees isto pay for special concessions already obtained for the Company or any of its Subsidiaries, or may be, in violation of, or has, or may have, is currently subject to any liability under, United States sanctions administered by the Anti-Bribery LawsOffice of Foreign Assets Control of the UST.

Compliance with Laws and Court Orders. (a) The Company and each None of Parent or any of its Subsidiaries is andis, or since January 1, 20052018 has been, has been in compliance with, and, violation of any Applicable Law relating to the Knowledge Transferred Assets or the conduct 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 or OrderBusiness, except for failures to comply or violations that have not had been and would not reasonably be expected to havebe, individually or in the aggregate, a Material Adverse Effect. The Company material to the Business and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, Acquired Companies (taken as a whole (the “Company Permits”whole). There is no, except where such failure and since January 1, 2018 there has not had been any, judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator outstanding against Parent or any of its Subsidiaries relating to the Transferred Assets or the conduct of the Business that have been or would reasonably be expected to be, individually or in the aggregate, material to the Business and the Acquired Companies (taken as a whole) or that in any manner seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by this Agreement. (b) Except as has not been and would not reasonably be expected to havebe, individually or in the aggregate, material to the Business and the Acquired Companies (taken as a Material Adverse Effect. The Company whole), with respect to the Business, Parent and each of its Subsidiaries is and (except for clause (i) below), to the Knowledge of Parent, their Representatives: (i) have in place policies, procedures and controls that are reasonably designed to promote and ensure compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control U.S. Foreign Corrupt Practices Act, the International Traffic U.K. Bribery Act 2010 and other applicable anti-bribery laws (collectively, “Anti-Corruption Laws”); (ii) in Arms Regulationsthe past three years (A) have not offered, promised, given or authorized the giving of money or anything else of value, whether directly or indirectly, to (x) any government official or (y) any other Person with the actual knowledge that all or any portion of such money or thing of value will be offered or given to a government official, in each case of clauses (x) and (y) for the purpose of unlawfully influencing any action or decision of the government official in his official capacity; and (B) have not made any unlawful payments or transfers of value which have the purpose or effect of commercial bribery; (iii) are not and have not in the past three years been in violation of any laws imposing economic sanctions that are administered by the U.S. Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or Her Majesty’s Treasury or otherwise; (iv) are not and have not in the past three years been Persons that are designated as a Specially Designated National or Blocked Person by OFAC; (v) are not and have not in the past three years been (A) the subject of economic sanctions administered by OFAC or the U.S. Department of State, the United Nations Security Council or the European Union (collectively, “Sanctions”), or (B) located, organized or resident in a country or territory that is the subject of Sanctions (currently Crimea, Cuba, Iran, North Korea, Venezuela and Syria); (vi) are not and have not in the past three years been engaged in any dealings or transactions with any Person that, at the time of the dealing or transaction, was the subject of Sanctions, in each case to the extent prohibited by Sanctions; (vii) are not and have not in the past three years been in violation of (A) any Applicable Law relating to the importation of goods, including U.S. import laws administered by U.S. Customs and Border Protection, (B) any applicable export control laws, including the Export Administration Regulations and associated executive ordersadministered by the U.S. Department of Commerce (“Commerce”), or (C) the anti-boycott regulations administered by Commerce and the Laws implemented by the Office of Foreign Assets Controls, United States U.S. Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control LawsTrade Controls”). To ; and (viii) are not and have not been in the past three years the subject of any investigation, inquiry or enforcement proceedings by any Governmental Authority regarding any offense or alleged offense under Anti-Corruption Laws, Sanctions or Trade Controls (including by virtue of having made any disclosure relating to any offense or alleged offense), and, no such investigation, inquiry or proceedings are pending or, to the Knowledge of the CompanyParent, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Lawsthreatened. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Laws.

Compliance with Laws and Court Orders. (a) The Company and each of its Subsidiaries is not and, since January 1, 20052015, has not been in compliance withviolation in any material respect of any Applicable Law or order of any Governmental Authority. The Company holds all permits, andlicenses, certifications, registrations, authorizations, and approvals from all Governmental Authorities that are required for carrying on its business as currently conducted (including any of the forgoing required to be held or made by the Company in connection with conducting business as a home service contract provider (or equivalent) in any jurisdiction in which the Company does business) (collectively, the “Permits”). The Permits are in full force and effect and have not been violated by the Company in any material respect. The Company has not received any written notice of suspension, cancellation or revocation of any such Permit, and no suspension, cancellation or revocation of any such Permit is pending or, 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 by any violation of, any applicable Law or Order, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectPerson. (b) The Company Schedule 3.12(b) sets forth a true, correct and its Subsidiaries are complete list of (i) each state in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of which the Company is not, or may not be, in compliance registered as a foreign entity with, or hasrequired to make filings with, or may haveis otherwise subject to regulatory oversight by, any liability undera state insurance commission, the Export Control Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention a state public service commission, or similar state regulatory body, and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, name of each state regulatory body in each case, in jurisdictions in such jurisdiction. Since the date on which the Company and became subject to regulation by the Governmental Authorities required to be set forth on Schedule 3.12(b), all filings required to be made by the Company Subsidiaries are operating (collectively, under all Applicable Laws of such jurisdictions related to the “Anti-Bribery Laws”). To the Knowledge regulation of the Company, neither businesses conducted by the Company nor in such jurisdiction have been filed with the appropriate state regulatory body or other state Governmental Authority, and all such filings (x) were prepared in accordance with Applicable Law in all material respects, and (y) did not at the time they were filed contain any untrue statement of its Subsidiaries has received any communication that alleges that a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Companystatements made therein, a Subsidiary in light of the circumstances under which they were made, not misleading. Except as set forth on Schedule 3.12(b) the Company is not regulated in any jurisdiction as (i) a public utility or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Laws(ii) an insurer.

Compliance with Laws and Court Orders. (a) The Company and each None of Parent or any of its Subsidiaries is andis, or since January 1, 20052018 has been, has been in compliance with, and, violation of any Applicable Law relating to the Knowledge Transferred Assets or the conduct 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 or OrderBusiness, except for failures to comply or violations that have not had been and would not reasonably be expected to havebe, individually or in the aggregate, a Material Adverse Effect. The Company material to the Business and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, Acquired Companies (taken as a whole (the “Company Permits”whole). There is no, except where such failure and since January 1, 2018 there has not had been any, judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator outstanding against Parent or any of its Subsidiaries relating to the Transferred Assets or the conduct of the Business that have been or would reasonably be expected to be, individually or in the aggregate, material to the Business and the Acquired Companies (taken as a whole) or that in any manner seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by this Agreement. (b) Except as has not been and would not reasonably be expected to havebe, individually or in the aggregate, material to the Business and the Acquired Companies (taken as a Material Adverse Effect. The Company whole), with respect to the Business, Parent and each of its Subsidiaries is and (except for clause (i) below), to the Knowledge of Parent, their Representatives: (i) have in place policies, procedures and controls that are reasonably designed to promote and ensure compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control U.S. Foreign Corrupt Practices Act, the International Traffic U.K. Bxxxxxx Xxx 0000 and other applicable anti-bribery laws (collectively, “Anti-Corruption Laws”); (ii) in Arms Regulationsthe past three years (A) have not offered, promised, given or authorized the giving of money or anything else of value, whether directly or indirectly, to (x) any government official or (y) any other Person with the actual knowledge that all or any portion of such money or thing of value will be offered or given to a government official, in each case of clauses (x) and (y) for the purpose of unlawfully influencing any action or decision of the government official in his official capacity; and (B) have not made any unlawful payments or transfers of value which have the purpose or effect of commercial bribery; (iii) are not and have not in the past three years been in violation of any laws imposing economic sanctions that are administered by the U.S. Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or Her Majesty’s Treasury or otherwise; (iv) are not and have not in the past three years been Persons that are designated as a Specially Designated National or Blocked Person by OFAC; (v) are not and have not in the past three years been (A) the subject of economic sanctions administered by OFAC or the U.S. Department of State, the United Nations Security Council or the European Union (collectively, “Sanctions”), or (B) located, organized or resident in a country or territory that is the subject of Sanctions (currently Crimea, Cuba, Iran, North Korea, Venezuela and Syria); (vi) are not and have not in the past three years been engaged in any dealings or transactions with any Person that, at the time of the dealing or transaction, was the subject of Sanctions, in each case to the extent prohibited by Sanctions; (vii) are not and have not in the past three years been in violation of (A) any Applicable Law relating to the importation of goods, including U.S. import laws administered by U.S. Customs and Border Protection, (B) any applicable export control laws, including the Export Administration Regulations and associated executive ordersadministered by the U.S. Department of Commerce (“Commerce”), or (C) the anti-boycott regulations administered by Commerce and the Laws implemented by the Office of Foreign Assets Controls, United States U.S. Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control LawsTrade Controls”). To ; and (viii) are not and have not been in the past three years the subject of any investigation, inquiry or enforcement proceedings by any Governmental Authority regarding any offense or alleged offense under Anti-Corruption Laws, Sanctions or Trade Controls (including by virtue of having made any disclosure relating to any offense or alleged offense), and, no such investigation, inquiry or proceedings are pending or, to the Knowledge of the CompanyParent, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Lawsthreatened. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Laws.

Compliance with Laws and Court Orders. (a) The Company and each of its Subsidiaries is and, since January 1, 2005, has been are in compliance with, and, and to the Knowledge knowledge of the Company, is Company are not under investigation by any Governmental Authority with respect to and has not been threatened to be charged with or given notice of any violation ofto, any applicable Law or OrderApplicable Law, except for failures or violations that would not have a Material Adverse Effect on the Company. (b) 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 would have a Material Adverse Effect on the Company. (c) Other than the Parent Required Approvals, all approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the PRC that are material to the Company and its Subsidiaries taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and the Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange and the State Administration of Taxation, the Ministry of Industry and Information Technology, the State Bureau of Surveying, Mapping and Geoinformation and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws, except for any approvals, filings, registrations or other requisite formalities of a Governmental Authority in the PRC as would not have a Material Adverse Effect on the Company. Each Subsidiary incorporated in the PRC has complied with all applicable PRC Laws regarding the contribution and payment of its registered capital, except where failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. Effect on the Company. (d) The directors and officers of the Company, and to the knowledge of the Company, any persons subject to the requirements of SAFE Circular 75, have complied with the requirements of such circular in all material respects. (e) The Company and its Subsidiaries hold all governmental licensesSubsidiaries, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for to the operation knowledge of the businesses Company, the directors, officers and employees of the Company and each Subsidiary and authorized agents acting on behalf of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected offered, paid, promised to havepay or authorized the payment of any money or anything else of value, individually or in the aggregatewhether directly or, a Material Adverse Effect.at such person’s express direction, through another person, to: (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) any Governmental Official in order to improperly (A) influence any act or decision of any Government Official, (B) induce such Governmental Official to use his or its influence with a Governmental Authority or (C) otherwise secure any improper advantage; or (ii) any other person in any manner that constitutes commercial bribery or an illegal kickback, or would otherwise violate applicable anti-bribery Law (including the U.S. Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i1977)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Laws.

Compliance with Laws and Court Orders. (a) The Company and each of its Subsidiaries is andis, and since January 1, 20052020 has been, 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 or Order, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole including all insurance and reinsurance licenses required by any Governmental Entity (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is are in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, (i) neither the Company and its Subsidiaries, nor any of its Subsidiaries or their Affiliates, directors or officers is listed on the Specially Designated Nationals and Blocked Persons list or other similar lists maintained by the Office of Foreign Assets Control, by the United States Department of the Treasury or pursuant to executive orders, (ii) neither the Company and its Subsidiaries, nor any of its or their Affiliates, directors, officers, employees, agents or other Persons acting on the Company’s or any Company Subsidiary’s behalf (A) has received taken, or caused to be taken, directly or indirectly, any communication during the past 12 months action that alleges that would or could cause the Company or Subsidiary any of its Subsidiaries to be in violation of any Anti-Corruption Law, or (B) has corruptly made, promised, offered or authorized, or has caused or authorized any other Person corruptly to make, promise or offer, any payment or transfer of anything of value, directly or indirectly, to any official, employee or agent of any Governmental Entity for the purpose of (1) influencing such Person to take any action or decision or to omit to take any action, in such Person’s official capacity, (2) inducing such Person to use his or her influence with a Governmental Entity to affect any act or decision of a Governmental Entity, or (3) securing any improper advantage, and (iii) each of the Company is not, or may not be, and each of the Company’s Affiliates complies in all material respects with and implements internal compliance with, or has, or may have, any liability underpolicies with respect to applicable Anti-Corruption Laws. As used in this Section 3.8(b), the Export Control term “Anti-Corruption Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) ” means each Law, regulation, treaty or convention relating to anti-money laundering, anti-terrorism financing, anti-bribery, anti-corruption or similar matters, including the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws1977, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Lawsas amended.

Compliance with Laws and Court Orders. (a) The Company Each of Newco, Merger Subsidiary and each Exxxxxx Contributed Subsidiary and, in respect of the Echo Business, Exxxxxx and each of its other Subsidiaries is andis, and since January 1, 20052018, has been been, in compliance with, and, and to the Knowledge knowledge of the Company, Exxxxxx is not under investigation with respect to to, and has not been threatened to be charged with or given notice of any violation of, any applicable Law or OrderApplicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to havebe, individually or in the aggregate, a Material Adverse Effectmaterial to the Echo Business. The Company and There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against Exxxxxx or any of its Subsidiaries hold all governmental licenses(in each case, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation in respect of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except where such failure Echo Business) that has not had and or would not reasonably be expected to havebe, individually or in the aggregate, a Material Adverse Effectmaterial to the Echo Business. (b) For the five years preceding the date hereof, none of Newco, Merger Subsidiary nor any Exxxxxx Contributed Subsidiary nor, in respect of the Echo Business, Exxxxxx or any of its other Subsidiaries, has engaged in, or is now engaged in, directly or indirectly, any dealings or transactions with any Sanctioned Country or Sanctioned Person. The Company and each Neither Exxxxxx nor any of its Subsidiaries nor any directors, officers, or to the knowledge of Exxxxxx, employees or agents of Exxxxxx or any of its Subsidiaries is a Sanctioned Person. (c) Each of Newco, Merger Subsidiary and each Exxxxxx Contributed Subsidiary and, in respect of the Echo Business, Exxxxxx and its other Subsidiaries (i) are, and for the five years preceding the date hereof have been, in material compliance with all applicable Sanctions and export controls laws, and (ii) have instituted, maintain and enforce policies and procedures reasonably designed to promote compliance with all applicable Sanctions and export controls laws. For the terms five years preceding the date hereof, Newco, Merger Subsidiary and the Exxxxxx Contributed Subsidiaries and, in respect of the Company PermitsEcho Business, Exxxxxx and its other Subsidiaries have not been penalized for or threatened to be charged with, or given notice of any violation of, or, to the knowledge of Exxxxxx, been under investigation with respect to, any Sanctions or export controls laws, and no Action by or before any Governmental Authority or any arbitrator involving Newco, Merger Subsidiary or any Exxxxxx Contributed Subsidiary or, in respect of the Echo Business, Exxxxxx or any of its other Subsidiaries with respect to Sanctions or export controls laws is pending, except for failures to comply where such proceedings or violations that have not had and investigations would not reasonably be expected to havebe, either individually or in the aggregate, material to the Echo Business. (d) None of (a) the Exxxxxx Contributions or the Merger, (b) the execution, delivery or performance of this Agreement or (c) the consummation of any Transactions, or the fulfillment of the terms hereof, will result in a violation by Newco, Merger Subsidiary or any of the Exxxxxx Contributed Subsidiaries or, in respect of the Echo Business, Exxxxxx or any of its other Subsidiaries, or to the knowledge of Exxxxxx cause a violation by any other Person, of Sanctions. (e) None of Newco, Merger Subsidiary nor any of the Exxxxxx Contributed Subsidiaries nor, in respect of the Echo Business, Exxxxxx nor any of its other Subsidiaries, nor any of its or their respective officers, directors, or, to Exxxxxx’x knowledge, employees or other Persons acting on behalf of Exxxxxx or any of its Subsidiaries (in the case of Exxxxxx and its Subsidiaries (other than Newco, Merger Subsidiary or the Exxxxxx Contributed Subsidiaries), in respect of the Echo Business) has in the past five years directly or knowingly indirectly made, promised, or authorized or offered, agreed, or attempted to make any payment of cash or other thing of value to any employee or official of a Governmental Authority, any political party or official thereof, any candidate for political office or any other Person for purposes of obtaining or retaining business or gaining other unlawful advantage in material violation of any Anti-Corruption Laws. None of Newco, Merger Subsidiary nor any of the Exxxxxx Contributed Subsidiaries nor, in respect of the Echo Business, Exxxxxx nor any of its other Subsidiaries, nor any of its or their respective officers, directors, or, to Exxxxxx’x knowledge, employees or other Persons acting on behalf of Exxxxxx or any of its Subsidiaries (in the case of Exxxxxx and its Subsidiaries (other than Newco, Merger Subsidiary or the Exxxxxx Contributed Subsidiaries), in respect of the Echo Business) has in the past five years (i) been the subject of a material claim or allegation (from any source) relating to any potential violation of the Anti-Corruption Laws or any potentially unlawful payment, contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment or the provision of anything of value, directly or indirectly, to any employee or official of a Governmental Authority, to any political party or official thereof or to any candidate for political office or (ii) received any written notice or communication from, or made a voluntary disclosure to, any Governmental Authority regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Corruption Law. (f) None of Newco, Merger Subsidiary nor any of the Exxxxxx Contributed Subsidiaries nor, in respect of the Echo Business, Exxxxxx nor any of its other Subsidiaries is a party to any agreement or settlement with any Governmental Authority with respect to any actual or alleged violation of any Applicable Law, except for agreements and settlements that would not reasonably be expected to be, individually or in the aggregate, a Material Adverse Effectmaterial to the Echo Business. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Laws.