Common use of Compliance with Laws and Permits Clause in Contracts

Compliance with Laws and Permits. (a) Except as set forth in Section 4.12(a) of Sellers’ Disclosure Schedule, each Acquired Company is in compliance in all material respects with and, has not received any notice of any material violation or delinquency with respect to, any applicable Laws, except for any non-compliance that would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate. (b) To the Knowledge of Sellers, except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, each Acquired Company (as applicable) possesses or, as of immediately prior to the Core Portfolio Closing, will possess all material governmental licenses, permits, registrations, filings, orders, qualifications, approvals and authorizations (collectively, “Permits”) which are required in order to conduct its business as conducted presently in all material respects and as of immediately prior to the Core Portfolio Closing and to own and lease its respective assets and properties as such assets and properties are owned and leased by each Acquired Company as of the date hereof and immediately prior to the Core Portfolio Closing. For the avoidance of doubt, the term “Permits” shall not be deemed to include any permits or licenses obtained or required to be obtained to operate a senior housing or assisted living facility on the applicable Acquired Property or permits addressed in Section 4.13(a)(ii). (c) Sellers have provided to the Buyer true, accurate and complete copies of all such Permits in their possession or control, all of which are listed on Section 4.12(c) of Sellers’ Disclosure Schedule. (d) Except as set forth on Section 4.12(d) of Sellers’ Disclosure Schedule and except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, each Permit is valid and in full force and effect, no Acquired Company is in default or violation of any of the Permits, and: (i) no Permit has been revoked, suspended, subject to non-renewal, terminated or impaired in any material respect, (ii) no Acquired Company is subject to any pending or threatened Proceeding seeking the revocation, suspension, non-renewal, termination, modification or impairment of any Permit, and (iii) there is no existing condition of any Acquired Company, nor has any Acquired Company received any written notice from any Governmental Entity of any fact or condition, which, if left uncured, would result in the revocation, limitation, modification, termination, suspension, non-renewal or impairment of any Permit. No Acquired Company is operating under any order or decree by any Governmental Entity or any voluntary agreement with any Governmental Entity which restricts in any material respect any Acquired Company’s authority to do the business authorized pursuant to any applicable Permit or which would prohibit or delay, in any material respect, the consummation of the transactions contemplated hereby. Subject to obtaining the Seller Consents, none of the Permits will be subject to revocation, limitation, modification, termination, suspension, non-renewal or impairment as a result of the consummation of the transactions contemplated hereby.

Compliance with Laws and Permits. (a) Except as set forth in Section 4.12(a) of Sellers’ Disclosure ScheduleSchedule 3.5, each Acquired Company is Seller and the Business have at all times been operated in compliance in all material respects with andall applicable statutes, has not received any notice of any material violation or delinquency with respect torules, any applicable Laws, except for any non-compliance that would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate. (b) To the Knowledge of Sellers, except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, each Acquired Company (as applicable) possesses or, as of immediately prior to the Core Portfolio Closing, will possess all material governmental licenses, permits, registrations, filingsregulations, orders, qualificationsordinances, approvals judgments, decrees, and authorizations requirements of all federal, state and local commissions, boards, bureaus and agencies, including government third party payors having jurisdiction over the applicable Seller and the operations of the Business and, to the extent having the force of law, any position statements, advisory opinions, bulletins, notifications and other guidance relating to any of the foregoing in this definition (collectively, “PermitsLaws”). Seller holds and has held all Permits (as defined below) which are required in order under any Laws to conduct its business the Business as currently conducted presently in all material respects and as of immediately prior to the Core Portfolio Closing and to own and lease its respective assets and properties as such assets and properties are owned and leased by each Acquired Company as of the date hereof and immediately prior to the Core Portfolio Closing. For the avoidance of doubt, the term “Permits” shall not be deemed to include any permits or licenses obtained or required to be obtained to operate Schedule 3.5 contains a senior housing or assisted living facility on the applicable Acquired Property or permits addressed in Section 4.13(a)(ii). (c) Sellers have provided to the Buyer true, accurate and complete copies list of all such Permits in their possession or control, all of which are listed on Section 4.12(c) of Sellers’ Disclosure Schedule. (d) Permits. Except as set forth on Section 4.12(d) in Schedule 3.5, no suspension or cancellation of Sellers’ Disclosure Schedule and except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, each any Permit is valid pending or threatened. Seller Parties and in full force and effectthe Business (i) are not subject to any existing, no Acquired Company is in default reasonably expected, or threatened action alleging breach or violation of any of the Permitsfederal, and: (i) no Permit has been revoked, suspended, subject to non-renewal, terminated state or impaired in any material respect, local Laws; (ii) no Acquired Company is are not subject to any pending existing, or reasonably expected or threatened Proceeding seeking the revocation, suspension, non-renewal, termination, modification order or impairment other liability arising from any actual or alleged violation of any Permit, and Law; (iii) there is no existing condition of any Acquired Company, nor has any Acquired Company have not received any written notice or other communication from any Governmental Entity of any fact or condition, which, if left uncured, would result in the revocation, limitation, modification, termination, suspension, non-renewal or impairment of any Permit. No Acquired Company is operating under any order or decree by any Governmental Entity Body or any voluntary agreement other person or entity regarding any actual or alleged violation of or failure to comply with any Governmental Entity which restricts applicable Law in connection with the Business, or Seller’s licenses and permits, or the assets of Seller, including the Purchased Assets, and (iv) have not received any material respect any Acquired Company’s authority to do the business authorized pursuant to any applicable Permit written notice of a government third party payor billing and reimbursement claim or which would prohibit or delay, in any material respect, the consummation of the transactions contemplated hereby. Subject to obtaining the Seller Consents, none of the Permits will be subject to revocation, limitation, modification, termination, suspension, non-renewal or impairment as a result of the consummation of the transactions contemplated hereby.violation

Compliance with Laws and Permits. (a) Except as set forth in Section 4.12(a) of Sellers’ Disclosure Schedule, each Acquired Company is in compliance in all material respects with and, has not received any notice of any material violation or delinquency with respect to, any applicable Laws, except for any non-compliance that would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate. (b) To the Knowledge of SellersSeller, except as would Seller and Seller's Predecessors have been at all times during the last three (3) years, and Seller is now being, operated in compliance with applicable Governmental Requirements for any instances of non-compliance which could not have a Material Adverse Effect on the Acquired Companies either reasonably be expected to have, individually or in the aggregate, each Acquired Company (as applicable) possesses or, as of immediately prior to the Core Portfolio Closing, will possess all material governmental licenses, permits, registrations, filings, orders, qualifications, approvals and authorizations (collectively, “Permits”) which are required in order to conduct its business as conducted presently in all material respects and as of immediately prior to the Core Portfolio Closing and to own and lease its respective assets and properties as such assets and properties are owned and leased by each Acquired Company as of the date hereof and immediately prior to the Core Portfolio Closing. For the avoidance of doubt, the term “Permits” shall not be deemed to include any permits or licenses obtained or required to be obtained to operate a senior housing or assisted living facility on the applicable Acquired Property or permits addressed in Section 4.13(a)(ii). (c) Sellers have provided to the Buyer true, accurate and complete copies of all such Permits in their possession or control, all of which are listed on Section 4.12(c) of Sellers’ Disclosure Schedule. (d) Except as set forth on Section 4.12(d) of Sellers’ Disclosure Schedule and except as would not have a Material Adverse Effect on Seller. This Section 4.6 does not apply to environmental or pollution-related Governmental Requirements or matters, it being the Acquired Companies either individually or intent and agreement of the parties that such matters be exclusively the subject of Section 4.20. (b) Schedule 4.6(b) identifies all Permits issued in connection with the Business and currently in effect, and includes (i) the Governmental Authority that issued the Permit, (ii) the expiration date of each Permit, and (iii) whether the Permit is freely transferable to Purchaser. To the Knowledge of Seller, the Permits constitute all permits, consents, licenses, franchises, authorizations and approvals used in the aggregate, each Permit is operation of and necessary to conduct the Business. All of the Permits are valid and in full force and effect, no Acquired Company violations have been experienced, noted or recorded, and no Proceeding is in default pending or, to the Knowledge of Seller, threatened to revoke or violation of limit any of the Permits. (c) Without limiting the provisions of Section 4.6(a) above, and: to the Knowledge of Seller, Seller and Seller's Predecessors have in all material respects during the last three (i3) no Permit has been revoked, suspended, subject to non-renewal, terminated or impaired in any material respect, (ii) no Acquired Company is subject to any pending or threatened Proceeding seeking the revocation, suspension, non-renewal, termination, modification or impairment of any Permityears complied with, and are now in compliance with, all requirements pursuant to the Federal Food Drug and Cosmetic Act, regulations promulgated thereunder by the U.S. Food and Drug Administration (iii) there is no existing condition of "FDA"), and all Governmental Requirements administered or issued by any Acquired Companyother Governmental Authority having regulatory authority over products developed, nor tested, manufactured, distributed or sold by Seller in the United States, including without limitation applicable FDA, pre-market approval and pre-market notification requirements. Except as disclosed on Schedule 4.6(c), all required notifications and applications have been filed with the FDA and any other such Governmental Authority and have been cleared or approved, as applicable, by the FDA and each such Governmental Authority, for any products tested, distributed or sold by Seller. Except as set forth on Schedule 4.6(c), the Seller has any Acquired Company not received any written notice from any Governmental Entity Authority having regulatory authority over the Business's products any notice, warning letter or other similar communication stating that Seller is in violation of any fact or condition, which, if left uncured, would result in the revocation, limitation, modification, termination, suspension, non-renewal or impairment of any PermitGovernmental Requirements. No Acquired Company is operating under any order or decree by any Governmental Entity or any voluntary agreement with any Governmental Entity which restricts in any material respect any Acquired Company’s authority to do the business authorized pursuant to any applicable Permit or which would prohibit or delay, in any material respect, the consummation of the transactions contemplated hereby. Subject to obtaining the Seller ConsentsExcept as set forth on Schedule 4.6(c), none of products of the Permits will be Business have been recalled, whether voluntary or otherwise, or are or have been subject to revocationdevice removal or correction reporting requirements, limitationand Seller and Seller's Predecessors have not received notice, modificationeither completed or pending, terminationor to Seller's Knowledge, suspensionof any proceeding seeking a recall, non-renewal removal, or impairment as a result corrective action of any products. To Seller's Knowledge, no employees or agents of the consummation Business have made an untrue statement of material fact to any Governmental Authority with respect to any product tested, manufactured, distributed, or sold by the transactions contemplated herebyBusiness. Except as set forth on Schedule 4.6(c), there has been and is no pending or, to Seller's Knowledge, threatened or anticipated FDA or other Government Authority proceeding, investigation, review, or inquiry relating to Seller's development, testing, manufacture distribution, or sale of its products.

Compliance with Laws and Permits. (a) Except as set forth in Section 4.12(a) of Sellers’ Disclosure Schedule, each Acquired Company is in compliance in all material respects with and, has not received any notice of any material violation or delinquency with respect to, any applicable Laws, except for any non-compliance that would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate. (b) To the Knowledge of the Sellers, except as would set forth on Schedule 4.6(a), WPCS-Seattle has been at all times during the last three (3) years, and WPCS-Seattle is now being, operated in compliance with applicable Governmental Requirements of the federal government, the State of WPCS-Seattle’s incorporation and any State where WPCS-Seattle is qualified to do business, and are not have a Material Adverse Effect on the Acquired Companies either aware of any instances of non-compliance which could reasonably be expected to have, individually or in the aggregate, each Acquired Company (as applicable) possesses or, as of immediately prior to the Core Portfolio Closing, will possess all material governmental licenses, permits, registrations, filings, orders, qualifications, approvals and authorizations (collectively, “Permits”) which are required in order to conduct its business as conducted presently in all material respects and as of immediately prior to the Core Portfolio Closing and to own and lease its respective assets and properties as such assets and properties are owned and leased by each Acquired Company as of the date hereof and immediately prior to the Core Portfolio Closing. For the avoidance of doubt, the term “Permits” shall not be deemed to include any permits or licenses obtained or required to be obtained to operate a senior housing or assisted living facility on the applicable Acquired Property or permits addressed in Section 4.13(a)(ii). (c) Sellers have provided to the Buyer true, accurate and complete copies of all such Permits in their possession or control, all of which are listed on Section 4.12(c) of Sellers’ Disclosure Schedule. (d) Except as set forth on Section 4.12(d) of Sellers’ Disclosure Schedule and except as would not have a Material Adverse Effect on WPCS-Seattle, the Acquired Companies either individually Business or the Purchased Assets of WPCS-Seattle, and no written notice has been received by any Seller alleging such non-compliance. This Section 4.6 does not apply to environmental or pollution-related Governmental Requirements or matters, it being the intent and agreement of the Parties that such matters be exclusively the subject of Section 4.21. (b) Schedule 4.6(b) identifies all Permits issued in connection with the Business and currently in effect, and includes (i) the Governmental Authority that issued the Permit, (ii) the expiration date of each Permit, and (iii) the fact that the Permit is not transferable to Purchaser, if applicable. To the Sellers’ Knowledge, WPCS-Seattle holds and is in compliance with all Permits and the Permits constitute all permits, consents, licenses, franchises, authorizations and approvals required, used in the aggregate, each Permit is operation of or necessary to conduct the Business of WPCS-Seattle as currently conducted. All of the Permits are valid and in full force and effect, no Acquired Company material violations have been experienced, noted or recorded and no material violations are expected, and no Proceeding is in default pending or, to the Knowledge WPCS-Seattle, threatened to revoke or violation of limit any of the Permits, and: (i) no Permit has been revoked, suspended, subject to non-renewal, terminated or impaired in any material respect, (ii) no Acquired Company is subject to any pending or threatened Proceeding seeking the revocation, suspension, non-renewal, termination, modification or impairment of any Permit, and (iii) there is no existing condition of any Acquired Company, nor has any Acquired Company received any written notice from any Governmental Entity of any fact or condition, which, if left uncured, would result in the revocation, limitation, modification, termination, suspension, non-renewal or impairment of any Permit. No Acquired Company is operating under any order or decree by any Governmental Entity or any voluntary agreement with any Governmental Entity which restricts in any material respect any Acquired Company’s authority to do the business authorized pursuant to any applicable Permit or which would prohibit or delay, in any material respect, the consummation of the transactions contemplated hereby. Subject to obtaining the Seller Consents, none of the Permits will be subject to revocation, limitation, modification, termination, suspension, non-renewal or impairment as a result of the consummation of the transactions contemplated hereby.

Compliance with Laws and Permits. (a) Except as set forth disclosed in Section 4.12(a) 4.11 of Sellers’ the Company Disclosure ScheduleLetter, since January 1, 2012, the Company and each Acquired Company is of its Subsidiaries are and have been in compliance with all Laws applicable to their businesses, operations, properties or assets except where the failure to be so in all material respects with andcompliance would not, has not received any notice of any material violation or delinquency with respect to, any applicable Laws, except for any non-compliance that would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate. (b) To the Knowledge of Sellers, except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, each Acquired reasonably be expected to have a Material Adverse Effect. Since January 1, 2012, none of the Company (as applicable) possesses oror any of its Subsidiaries has received a written notice or other written communication alleging or relating to a possible material violation of any Law applicable to their businesses, as operations, properties or assets. The Company is not subject to any continuing liabilities, obligations or other consequences of immediately any nature relating to any material noncompliance by the Company with any applicable Laws which occurred prior to the Core Portfolio ClosingJanuary 1, will possess 2012. (b) The Company and each of its Subsidiaries have in effect all material governmental permits, licenses, permitsvariances, registrationsexemptions, filingsauthorizations, ordersoperating certificates, qualificationsfranchises, orders and approvals and authorizations of all Governmental Entities (collectively, “Permits”) which are required in order necessary for them to conduct its business as conducted presently in all material respects own, lease or operate their properties and as of immediately prior to the Core Portfolio Closing assets and to own carry on their businesses and lease its respective assets operations as now conducted, and properties as such assets and properties are owned and leased by each Acquired Company as there has occurred no default (with or without notice or lapse of the date hereof and immediately prior time or both) under or event giving to the Core Portfolio Closing. For the avoidance others any right of doubt, the term “Permits” shall not be deemed to include any permits or licenses obtained or required to be obtained to operate a senior housing or assisted living facility on the applicable Acquired Property or permits addressed in Section 4.13(a)(ii). (c) Sellers have provided to the Buyer true, accurate and complete copies of all such Permits in their possession or control, all of which are listed on Section 4.12(c) of Sellers’ Disclosure Schedule. (d) Except as set forth on Section 4.12(d) of Sellers’ Disclosure Schedule and except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, each Permit is valid and in full force and effect, no Acquired Company is in default or violation of any of the Permits, and: (i) no Permit has been revoked, suspended, subject to non-renewal, terminated or impaired in any material respect, (ii) no Acquired Company is subject to any pending or threatened Proceeding seeking the revocation, suspension, non-renewal, termination, adverse modification or impairment cancellation of, with or without notice or lapse of time or both, any such Permit, and (iii) there is no existing condition of nor would any Acquired Company, nor has any Acquired Company received any written notice from any Governmental Entity of any fact or condition, which, if left uncured, would result in the such revocation, limitation, modification, termination, suspension, non-renewal renewal, adverse modification or impairment of any Permit. No Acquired Company is operating under any order or decree by any Governmental Entity or any voluntary agreement with any Governmental Entity which restricts in any material respect any Acquired Company’s authority to do the business authorized pursuant to any applicable Permit or which would prohibit or delay, in any material respect, cancellation result from the consummation of the transactions contemplated hereby. Subject All such Permits may be assigned and transferred to obtaining Parent in accordance with the Seller ConsentsAgreement. Except where such violation would not, none individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has been in violation of (i) any Permits, or (ii) any applicable law, ordinance, administrative, or governmental rule or regulation, including any consumer protection, equal opportunity, customs, export control, foreign trade, foreign corrupt practices (including the Foreign Corrupt Practices Act), patient confidentiality, health care industry regulation and third-party reimbursement laws including under any federal or state health care program, including but not limited to any Federal Health Care Program as defined in Section 1128B(f) of the Permits will be U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the “SSA”), and any similar Laws of any other jurisdiction. (c) Neither the Company nor any of its Subsidiaries is subject to revocationany consent decree from any Governmental Entity. Neither the Company nor any of its Subsidiaries has received any warning letter from the FDA or equivalent action from any comparable non-U.S. Governmental Entity since January 1, 2010. Neither the Company nor any of its Subsidiaries has received any written communication from any regulatory agency or been notified since January 1, 2010 that any product approval is withdrawn, modified or questioned or that such an action is under consideration. Without limiting the foregoing, the Company and each of its Subsidiaries is in compliance with all current applicable statutes, rules, regulations, guidelines, policies or orders administered or issued by the FDA (“FDA Laws”) or comparable foreign Governmental Entity (“Foreign Device Laws”); the Company does not have knowledge of any facts which furnish any reasonable basis for any Form FDA-483 observations or regulatory or warning letters from the FDA, Section 305 notices, or other similar communications from the FDA or comparable foreign entity. Since January 1, 2010, there have been no recalls, field notifications, field corrections, alerts, detentions, withdrawals, seizures, or termination or suspension of manufacturing requested or threatened relating to the Company’s or its Subsidiaries’ products. (d) The Company’s and its Subsidiaries’ products, where required, are being marketed under valid pre market notifications under Section 510(k) of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. § 360(k), and 21 C.F.R. Part 807, Subpart E (“510(k)s”) or pre-market approval applications approved by the FDA in accordance with 21 U.S.C. § 360(e) and 21 C.F.R. Part 814 (“PMAs”). All 510(k)s and PMAs for the Company’s and its Subsidiaries’ products are exclusively owned by the Company or one of its Subsidiaries, and there is no reason to believe that FDA is considering limiting, suspending, or revoking any such 510(k)s or PMAs or changing the marketing classification or labeling of any such products. All products developed, manufactured, tested, distributed or marketed by or on behalf of the Company or its Subsidiaries that are subject to the jurisdiction of the FDA or comparable Governmental Entity have been and are being developed, tested, manufactured, distributed and marketed in compliance with the FDA Laws and any other applicable Law, including, without limitation, modificationpre-market notification, terminationgood manufacturing practices, suspensionlabeling, advertising, promotion, record-keeping, and adverse event reporting, and have been and are being tested, investigated, distributed, marketed, and sold in compliance with FDA Laws or any other applicable Law. To the knowledge of the Company, there is no false information or significant omission of a material fact in any product application or product-related submission to the FDA or comparable foreign Governmental Entity. To the knowledge of the Company and its Subsidiaries, any third party that is a manufacturer, contractor, or agent for the Company or its Subsidiaries is in compliance with all Permits and regulatory approvals from the FDA or comparable Governmental Entity insofar as they pertain to the manufacture of product components or products for the Company or its Subsidiaries. (e) Since January 1, 2012, neither the Company nor any Subsidiary, nor to the knowledge of the Company the officers, directors, managing employees or agents (as those terms are defined in 42 C.F.R. § 1001.1001) of the Company or any Subsidiary: (i) have engaged in any activities which are prohibited by any federal or state health care Law or any non-renewal U.S. Law of comparable scope, including but not limited to Sections 1128, 1128A, or impairment as a result 1128B of SSA, the federal TRICARE statute (10 U.S.C. § 1071 et seq.), the False Claims Act of 1863 (31 U.S.C. § 3729 et seq.), the False Statements Accountability Act (18 U.S.C. § 1001), the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. § 3801 et seq.), 18 U.S.C. § 287, the anti-fraud and related provisions of the consummation Health Insurance Portability and Accountability Act of 1996 (e.g., 18 U.S.C. §§ 1035 and 1347), or related federal, state or local statutes, or any non-U.S. Law of comparable scope, (ii) have had a civil monetary penalty assessed against them under Section 1128A of SSA; (iii) have been excluded from participation under any federal or state health care program, or any comparable non-U.S. program; (iv) have been convicted (as defined in 42 C.F.R. § 1001.2) of any of the transactions contemplated herebycategories of offenses described in Sections 1128(a) or 1128(b)(1), (b)(2), or (b)(3) of SSA or any non-U.S. Law of comparable scope; or (v) have failed to comply with any Law regarding disclosure of physician payments including Section 6002 of the Patient Protection Affordable Care Act, the Health Care and Education Reconciliation Act of 2010 (also known as the Physician Payments Sunshine Act) and its implementing regulations, and all similar state Laws, (which, for illustration purposes only, but without limiting the scope of this provision, are similar in subject matter to Section 1128G of the SSA).

Compliance with Laws and Permits. (a) Except as set forth in Section 4.12(a) of Sellers’ Disclosure Schedule, each Acquired Company is in compliance in all material respects with and, has not received any notice of any material violation or delinquency with respect to, any applicable Laws, except for any non-compliance that would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate. (b) To the Knowledge of SellersSeller, except as would set forth on Schedule 4.6(a), Sellers have been at all times during the last three (3) years, and Sellers are now being, operated in compliance with applicable Governmental Requirements of the federal government, the State of such Seller’s incorporation and any State where each Seller is qualified to do business, and are not have a Material Adverse Effect on the Acquired Companies either aware of any instances of non-compliance which could reasonably be expected to have, individually or in the aggregate, each Acquired Company (as applicable) possesses or, as of immediately prior to the Core Portfolio Closing, will possess all material governmental licenses, permits, registrations, filings, orders, qualifications, approvals and authorizations (collectively, “Permits”) which are required in order to conduct its business as conducted presently in all material respects and as of immediately prior to the Core Portfolio Closing and to own and lease its respective assets and properties as such assets and properties are owned and leased by each Acquired Company as of the date hereof and immediately prior to the Core Portfolio Closing. For the avoidance of doubt, the term “Permits” shall not be deemed to include any permits or licenses obtained or required to be obtained to operate a senior housing or assisted living facility on the applicable Acquired Property or permits addressed in Section 4.13(a)(ii). (c) Sellers have provided to the Buyer true, accurate and complete copies of all such Permits in their possession or control, all of which are listed on Section 4.12(c) of Sellers’ Disclosure Schedule. (d) Except as set forth on Section 4.12(d) of Sellers’ Disclosure Schedule and except as would not have a Material Adverse Effect on any Seller, the Acquired Companies either individually Business or the Purchased Assets of any Seller, and no written notice has been received by any Seller or Shareholder alleging such non-compliance. This Section 4.6 does not apply to environmental or pollution-related Governmental Requirements or matters, it being the intent and agreement of the Parties that such matters be exclusively the subject of Section 4.21. (b) Schedule 4.6(b) identifies all Permits issued in connection with the Business and currently in effect, and includes (i) the Governmental Authority that issued the Permit, (ii) the expiration date of each Permit, and (iii) the fact that the Permit is not transferable to Purchasers, if applicable. To the Sellers’ Knowledge, the Sellers hold and are in compliance with all Permits and the Permits constitute all permits, consents, licenses, franchises, authorizations and approvals required, used in the aggregate, each Permit is operation of or necessary to conduct the Business of Seller as currently conducted. All of the Permits are valid and in full force and effect, no Acquired Company material violations have been experienced, noted or recorded and no material violations are expected, and no Proceeding is in default pending or, to the Knowledge of Seller, threatened to revoke or violation of limit any of the Permits, and: (i) no Permit has been revoked, suspended, subject to non-renewal, terminated or impaired in any material respect, (ii) no Acquired Company is subject to any pending or threatened Proceeding seeking the revocation, suspension, non-renewal, termination, modification or impairment of any Permit, and (iii) there is no existing condition of any Acquired Company, nor has any Acquired Company received any written notice from any Governmental Entity of any fact or condition, which, if left uncured, would result in the revocation, limitation, modification, termination, suspension, non-renewal or impairment of any Permit. No Acquired Company is operating under any order or decree by any Governmental Entity or any voluntary agreement with any Governmental Entity which restricts in any material respect any Acquired Company’s authority to do the business authorized pursuant to any applicable Permit or which would prohibit or delay, in any material respect, the consummation of the transactions contemplated hereby. Subject to obtaining the Seller Consents, none of the Permits will be subject to revocation, limitation, modification, termination, suspension, non-renewal or impairment as a result of the consummation of the transactions contemplated hereby.

Compliance with Laws and Permits. (a) Except as set forth in Section 4.12(a) of Sellers’ Disclosure Schedule, each Acquired Company is in compliance in all material respects with and, has not received any notice of any material violation or delinquency with respect to, any applicable Laws, except for any non-compliance that would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate. (b) To the Knowledge of SellersSeller, except as would not have a Material Adverse Effect set forth on Schedule 3.4, Seller (a) holds all Permits necessary for the lawful ownership, occupancy or the operation of the Acquired Companies either individually or Assets as Seller currently operates them, and (b) owns and operates the Acquired Assets in the aggregate, each Acquired Company (as applicable) possesses or, as of immediately prior to the Core Portfolio Closing, will possess all material governmental licenses, permits, registrations, filings, orders, qualifications, approvals and authorizations (collectively, “Permits”) which are required in order to conduct its business as conducted presently in all material respects and as of immediately prior to the Core Portfolio Closing and to own and lease its respective assets and properties as such assets and properties are owned and leased by each Acquired Company as of the date hereof and immediately prior to the Core Portfolio Closing. For the avoidance of doubt, the term “Permits” shall not be deemed to include any permits or licenses obtained or required to be obtained to operate a senior housing or assisted living facility on the applicable Acquired Property or permits addressed in Section 4.13(a)(ii). (c) Sellers have provided to the Buyer true, accurate and complete copies of all such Permits in their possession or controlcompliance with, all of which are listed on Section 4.12(c) of Sellers’ Disclosure Schedule. (d) applicable Laws and Existing Site Permits. Except as set forth on Section 4.12(d) Schedule 3.4, no investigation or review by any Governmental Entity with respect to Seller or any of Sellers’ Disclosure Schedule its Affiliates and except as relating to the Acquired Assets is pending or, to the Knowledge of Seller, threatened which, if resolved adversely to Seller or any of its Affiliates, would not have a Material Adverse Effect on Effect. Schedule 1.1(h) sets forth a complete list of all Existing Site Permits held by Seller. To the Acquired Companies either individually Knowledge of Seller, Seller has fulfilled all material obligations and material requirements under each Existing Site Permit, and no event has occurred or condition or state of facts, exists which constitutes or, after notice or lapse of time, or both, would constitute a material breach or material default under any Existing Site Permit. To the Knowledge of Seller, no written notice of cancellation, of default or of any dispute concerning any Existing Site Permit, or of any event, condition or state of facts described in the aggregatepreceding sentence, has been received by Seller. To Seller’s Knowledge, each Permit listed on Schedule 1.1(h) is valid valid, subsisting and in full force and effect. Notwithstanding the foregoing, Seller makes no Acquired Company is in default representation or violation of warranty, express or implied, under this Section 3.4 relating to any of the Permits, and: (i) no Permit has been revokedTax matters, suspended, subject to non-renewal, terminated which are exclusively addressed in Section 3.9 or impaired in any material respect, (ii) no Acquired Company is subject to any pending or threatened Proceeding seeking the revocationenvironmental matters, suspension, non-renewal, termination, modification or impairment of any Permit, and (iii) there is no existing condition of any Acquired Company, nor has any Acquired Company received any written notice from any Governmental Entity of any fact or condition, which, if left uncured, would result which are exclusively addressed in the revocation, limitation, modification, termination, suspension, non-renewal or impairment of any Permit. No Acquired Company is operating under any order or decree by any Governmental Entity or any voluntary agreement with any Governmental Entity which restricts in any material respect any Acquired Company’s authority to do the business authorized pursuant to any applicable Permit or which would prohibit or delay, in any material respect, the consummation of the transactions contemplated hereby. Subject to obtaining the Seller Consents, none of the Permits will be subject to revocation, limitation, modification, termination, suspension, non-renewal or impairment as a result of the consummation of the transactions contemplated herebySection 3.11.

Compliance with Laws and Permits. (ai) Except The Seller is and to Seller’s Knowledge any and all Product licensees and/or Distributors are, and have been at all times since the date that is five (5) years prior to the date hereof, in compliance in all material respects with all Laws applicable to the Seller, the Seller’s Business, or any Purchased Assets or Assumed Liabilities. The Seller has not, since the date that is five (5) years prior to the date hereof, received any written notice from any Governmental Authority regarding any actual or alleged violation by the Seller or any director, manager, officer, employee, or independent contractor thereof acting in its capacity as such of any Law, or regarding any actual or potential investigation of the same. (ii) Schedule 4(i)(ii) sets forth a complete and correct list of each Permit necessary or appropriate for the Conduct of the Business (including any Permit required under applicable Laws and/or Material Contracts), and the issuance and expiration date with respect thereto (each Permit that is or should be set forth in Section 4.12(a) of Sellers’ Disclosure on such Schedule, each Acquired Company a “Seller Permit”). The Seller (A) maintains and is in compliance in all material respects with andeach Seller Permit, and (B) has not received any notice of any material violation or delinquency timely and duly filed all applicable renewals and other filings required to have been filed with respect to, any applicable Laws, except for any non-compliance that would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate. (b) To the Knowledge of Sellers, except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, to each Acquired Company (as applicable) possesses or, as of immediately prior to the Core Portfolio Closing, will possess all material governmental licenses, permits, registrations, filings, orders, qualifications, approvals and authorizations (collectively, “Permits”) which are required in order to conduct its business as conducted presently in all material respects and as of immediately prior to the Core Portfolio Closing and to own and lease its respective assets and properties as such assets and properties are owned and leased by each Acquired Company as of the date hereof and immediately prior to the Core Portfolio ClosingSeller Permit. For the avoidance of doubt, the term “Permits” shall not be deemed to include any permits or licenses obtained or required to be obtained to operate a senior housing or assisted living facility on the applicable Acquired Property or permits addressed in Section 4.13(a)(ii). (c) Sellers have provided to the Buyer true, accurate and complete copies of all such Permits in their possession or control, all of which are listed on Section 4.12(c) of Sellers’ Disclosure Schedule. (d) Except as set forth on Section 4.12(d) of Sellers’ Disclosure Schedule and except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, each Each Seller Permit is valid valid, in good standing and in full force and effect, no Acquired Company is in default or violation of any of the Permits, and: (i) no Permit has been revoked, suspended, subject to non-renewal, terminated or impaired in any material respect, (ii) no Acquired Company is subject to any pending or threatened Proceeding seeking the revocation, suspension, non-renewal, termination, modification or impairment of any Permit, and . (iii) there is Without limiting the generality of the above, the Seller and the Business have been conducted at all times in compliance in all material respects with all anti‑money laundering Laws and applicable financial record keeping and reporting requirements, rules, and regulations applicable to the Seller or the Business and no existing condition of any Acquired Company, nor has any Acquired Company received any written notice from claim before any Governmental Entity of Authority involving any fact or conditionSeller with respect to such Laws is pending and, which, if left uncured, would result in to the revocation, limitation, modification, termination, suspension, non-renewal or impairment of any Permit. No Acquired Company is operating under any order or decree by any Governmental Entity or any voluntary agreement with any Governmental Entity which restricts in any material respect any Acquired Company’s authority to do the business authorized pursuant to any applicable Permit or which would prohibit or delay, in any material respect, the consummation knowledge of the transactions contemplated hereby. Subject to obtaining the Seller ConsentsSeller, none of the Permits will be subject to revocation, limitation, modification, termination, suspension, non-renewal no such claims are threatened or impairment as a result of the consummation of the transactions contemplated herebycontemplated.

Compliance with Laws and Permits. (a) Except as set forth in Section 4.12(a) of Sellers’ Disclosure Schedule, VSCRE and each Acquired Company Subsidiary is in compliance in all material respects with and, since its formation or organization, has not received any notice of any material violation or delinquency with respect to, any applicable Laws, except for any non-compliance that would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate. (b) To the Knowledge of Sellers, except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, VSCRE and each Acquired Company Subsidiary (as applicable) possesses or, as of immediately prior to the Core Portfolio Closing, will possess all material governmental licenses, permits, registrations, filings, orders, qualifications, approvals and authorizations (collectively, and together with the Environmental Permits, “Permits”) which are required in order for VSCRE and any Subsidiary (as applicable) to conduct its business as conducted presently in all material respects and as of immediately prior to the Core Portfolio Closing and to own and lease or use its respective assets and properties as such assets and properties are owned and leased used by each Acquired Company the VSCRE and/or any Subsidiary as of the date hereof and immediately prior to the Core Portfolio Closing. For the avoidance of doubt, the term “Permits” shall not be deemed to include any permits or licenses obtained or required to be obtained to operate a senior housing or assisted living facility on the applicable Acquired Property or permits addressed in Section 4.13(a)(ii). (c) Sellers have Section 4.12(c) of the Disclosure Schedule sets forth a list of all of the Permits of VSCRE and/or any Subsidiary, together with a reasonable description thereof. Seller has provided or made available to the Buyer true, accurate and complete copies of all such Permits in their its possession or control, all of which are listed on Section 4.12(c) of Sellers’ Disclosure Schedule. (d) Except as set forth on Section 4.12(d) of Sellers’ Disclosure Schedule and except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, each Each Permit is valid and in full force and effect, no Acquired Company . Neither VSCRE nor any Subsidiary is in default or violation of any of the PermitsPermits in any material respect, and: (i) no Permit has been revoked, suspended, subject to non-renewal, terminated or impaired in any material respect, (ii) no Acquired Company neither VSCRE nor any Subsidiary is subject to any pending or or, to the Knowledge of VSCRE, threatened Proceeding seeking the revocation, suspension, non-renewal, termination, modification or impairment of any PermitPermit in any material respect, and (iii) to the Knowledge of VSCRE, there is no existing condition of VSCRE or any Acquired CompanySubsidiary, nor has VSCRE or any Acquired Company Subsidiary received any written notice from any Governmental Entity of any fact or condition, which, if left uncured, would result in the revocation, limitation, modification, termination, suspension, non-renewal or impairment of any Permit, except where such revocation, limitation, modification, termination, suspension, non-renewal or impairment, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No Acquired Company Neither VSCRE nor any Subsidiary is operating under any order or decree by any Governmental Entity or any voluntary agreement with any Governmental Entity which restricts in any material respect VSCRE’s or any Acquired CompanySubsidiary’s authority to do the business authorized pursuant to any applicable Permit or which would prohibit or delay, in any material respect, the consummation of the transactions contemplated hereby. Subject to obtaining the Seller Consents, none of the Permits will be subject to revocation, limitation, modification, termination, suspension, non-renewal or impairment as a result of the consummation of the transactions contemplated hereby, except where such revocation, limitation, modification, termination, suspension, non-renewal or impairment, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Permits. (a) Except as set forth in Section 4.12(a) 4.9.1. Each of the Company, DYNA GmbH, Troisdorf GHG, Würgendorf GHG and, to Sellers’ Disclosure ScheduleKnowledge, each Acquired Company is in compliance in the Operating Subsidiaries validly holds, or Troisdorf GHG or Würgendorf GHG holds on its behalf, all material respects with andgovernmental permits, has not received any notice of any material violation or delinquency with respect to, any applicable Laws, except for any non-compliance that would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate. (b) To the Knowledge of Sellers, except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, each Acquired Company (as applicable) possesses or, as of immediately prior to the Core Portfolio Closing, will possess all material governmental licenses, permits, registrations, filings, orders, qualifications, approvals authorizations and authorizations (collectively, “Permits”) which consents that are required by any competent authority in order to conduct its business as conducted presently in all material respects and as the businesses of immediately prior to the Core Portfolio Closing and to own and lease its respective assets and properties as such assets and properties are owned and leased by each Acquired DYNA Group Company as of presently conducted (the date hereof “Governmental Permits”). All Governmental Permits held by the Company, DYNA GmbH, Troisdorf GHG and immediately prior to the Core Portfolio Closing. For the avoidance of doubt, the term “Permits” shall not be deemed to include any permits or licenses obtained or required to be obtained to operate a senior housing or assisted living facility on the applicable Acquired Property or permits addressed in Section 4.13(a)(ii). (c) Sellers have provided to the Buyer true, accurate and complete copies of all such Permits in their possession or control, all of which Würgendorf GHG are listed on Section 4.12(c) of Sellers’ Disclosure Schedule. (d) Except as set forth on Section 4.12(d) of Sellers’ Disclosure Schedule and except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, each Permit is valid and in full force and effect. Except as disclosed in Annex 4.9.1, no Acquired Company Governmental Permit for the operations of the Company, DYNA GmbH nor, to Sellers’ Knowledge, each Operating Subsidiary has been cancelled or revoked by any competent authority and none of the Company, DYNA GmbH or, to Sellers’ Knowledge, any Operating Subsidiary has received any notice by any such authority that it intends to cancel or revoke any Governmental Permit. To the Sellers’ Knowledge, no circumstances exist that could result in a revocation or limitation of the Governmental Permits, including, but not limited to, as a consequence of the implementation of this Agreement or other Contemplated Transactions, or that could lead to the imposition of conditions to the Governmental Permits. 4.9.2. Each of the Company, DYNA GmbH and, to Sellers’ Knowledge, the Subsidiaries conducts, and has at all times during the last five (5) years conducted, its business, in all material respects, in compliance with Legal Requirements applicable to it, the conduct of its business or the ownership or use of its assets or properties and all Governmental Permits in such jurisdictions where any of such DYNA Group Companies conducts its business, in each case as in effect, enforced and construed on the date hereof, except as disclosed in Annex 4.9. 1. None of the Company, DYNA GmbH or, to Sellers’ Knowledge any Operating Subsidiary nor Seller has received any notice of any violation of any such Legal Requirement or Governmental Permit or of any obligation to undertake any material remedial action under any such Legal Requirement or Governmental Permit and, to the Sellers’ Knowledge, there has been no assertion by any governmental authority of any such violation or obligation. In particular, but without limitation, none of the Company, DYNA GmbH or, to Sellers’ Knowledge, the Subsidiaries is or was an addressee of claims by any person for the violation of direct marketing law during the past five (5) years. 4.9.3. Each of the Company, DYNA GmbH and, to Sellers’ Knowledge, the Subsidiaries and, to Sellers’ Knowledge, each of their respective predecessors concerning the assets of the Company, DYNA GmbH and, to Sellers’ Knowledge, each Operating Subsidiary (i) has materially complied and are in default material compliance with all Environmental, Health and Safety Laws and (ii) has and has had reasonable procedures in place to address compliance with all Environmental, Health and Safety Laws. Neither any of the Company, DYNA GmbH or, to Sellers’ Knowledge, the Subsidiaries nor, to Sellers’ knowledge, each of their respective predecessors has received any written or oral notice, report, or other information regarding any actual or alleged violation of Environmental, Health and Safety Laws. 4.9.4. Except as disclosed in Annex 4.9.4, with regard to noise emissions, the continuous operation of the DYNA Group Companies’ business is ensured and no orders to stop the business operations of any of the PermitsCompany, and: DYNA GmbH or, to Sellers’ Knowledge, the Subsidiaries have been issued or enforced in the past. 4.9.5. During the past five (5) years, to the Sellers’ Knowledge neither any of the Company, DYNA GmbH or, to Sellers’ Knowledge, the Subsidiaries, nor any affiliate, shareholder, partner, manager, director, officer, agent or employee of any DYNA Group Company, or any other person associated with or acting for or on behalf of any DYNA Group Company, has directly or indirectly (i) no Permit has been revoked, suspended, subject made any unlawful payment to non-renewal, terminated or impaired in any material respect, person; (ii) no Acquired Company is subject to performed any pending unlawful favor or threatened Proceeding seeking the revocation, suspension, non-renewal, termination, modification or impairment of given any Permit, and unlawful gift; (iii) there is no existing condition used funds of any Acquired Company, nor has DYNA Group Company (A) to make any Acquired Company received unlawful political contribution or gift or for any written notice from other unlawful purpose relating to any Governmental Entity political activity; (B) to make any unlawful payment to any governmental official or employee; (C) to establish or maintain any unlawful or unrecorded fund or account of any fact nature; (D) to make any contribution, gift, bribe, rebate, disbursement, influence payment, kickback or conditionother payment to any person, whichprivate or public, if left uncuredregardless of form, would result whether in money, property or services (a) to obtain favorable treatment in securing business, (b) to pay for favorable treatment for business secured, (c) to obtain special concessions or for special concessions already obtained, or (d) in violation of any applicable Legal Requirements; (iv) established or maintained any fund or asset that has not been recorded in the revocationbooks and records of the Sellers, limitation, modification, termination, suspension, non-renewal or impairment of any Permit. No Acquired Company is operating under any order or decree by any Governmental Entity or any voluntary agreement with DYNA Group Company or their respective affiliates; or (v) agreed, committed or offered (in writing or otherwise) to take any Governmental Entity which restricts in any material respect any Acquired Company’s authority to do the business authorized pursuant to any applicable Permit or which would prohibit or delay, in any material respect, the consummation of the transactions contemplated hereby. Subject to obtaining the Seller Consents, none of the Permits will be subject to revocation, limitation, modification, termination, suspension, non-renewal or impairment as a result of the consummation of the transactions contemplated herebyactions described in clauses (i) through (iv) above.

Compliance with Laws and Permits. (a) Except In each case excluding employee matters addressed by Section 4.10, environmental matters addressed by Section 4.11 and Tax matters addressed by Section 4.12 and except as set forth in Section 4.12(a) 4.07 of Sellers’ the Seller Disclosure Schedule, : (i) each Acquired Company is is, and at all times since the applicable Lookback Date, and to the Knowledge of the Seller with respect to the Milford Facility at all times during the one (1) year period before the Lookback Date, has been, in compliance with applicable Laws in all material respects, which compliance includes the possession of, and compliance in all material respects with andthe terms and conditions of, has not received any notice of any material violation or delinquency with respect toall permits, any applicable Lawscertificates, except for any non-compliance that would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate. (b) To the Knowledge of Sellers, except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, each Acquired Company (as applicable) possesses or, as of immediately prior to the Core Portfolio Closing, will possess all material governmental licenses, permitsfranchises, registrationswrits, filingsvariances, ordersexemptions, qualifications, approvals orders or other authorizations of Governmental Entities required for ownership and authorizations operation and ongoing construction and maintenance of its applicable Facility and the operation of its business (collectively, “Permits”); (ii) which are required in order to conduct its business as conducted presently in all material respects and as of immediately prior to the Core Portfolio Closing and to own and lease its respective assets and properties as such assets and properties Permits are owned and leased by each Acquired Company as listed in Section 4.07 of the date hereof and immediately prior to Seller Disclosure Schedule (the Core Portfolio Closing. For the avoidance of doubt, the term “Material Permits” shall not be deemed to include any permits or licenses obtained or required to be obtained to operate a senior housing or assisted living facility on the applicable Acquired Property or permits addressed in Section 4.13(a)(ii”).; (ciii) Sellers have provided to the Buyer true, accurate and complete copies of all such Material Permits in their possession or control, all of which are listed on Section 4.12(c) of Sellers’ Disclosure Schedule. (d) Except as set forth on Section 4.12(d) of Sellers’ Disclosure Schedule and except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, each Permit is valid and in full force and effect, no Acquired Company effect and are final and nonappealable and each such Material Permit is held by and is in default or violation of any the name of the Permitsentity among the Acquired Companies that owns the Facility to which the Material Permit is applicable; and (iv) no Claim or Order to revoke, and: limit or modify any Permit (i) no Permit has been revokedserved or imposed upon any Seller or any Acquired Company since the applicable Lookback Date, suspendedor to the Knowledge of the Seller with respect to the Milford Facility during the one (1) year period before the Lookback Date, subject to non-renewal, terminated or impaired in any material respect, (ii) no Acquired Company is subject to any pending or threatened Proceeding seeking the revocation, suspension, non-renewal, termination, modification or impairment of any Permit, and (iii) there is no existing condition of any Acquired Company, nor has any Acquired Company received any written notice from any Governmental Entity of any fact or condition, which, if left uncured, would result in the revocation, limitation, modification, termination, suspension, non-renewal or impairment of any Permit. No Acquired Company is operating under any order or decree by any Governmental Entity or any voluntary agreement with any Governmental Entity which restricts in any material respect any Acquired Company’s authority to do the business authorized pursuant to any applicable Permit or which would prohibit or delay, in any material respect, the consummation Knowledge of the transactions contemplated hereby. Subject to obtaining the Seller ConsentsSellers, none is threatened. (v) The Acquired Companies have timely applied for renewal of the all Material Permits will be subject to revocation, limitation, modification, termination, suspension, non-and any Material Permit that has expired by its terms has been administratively extended by such renewal or impairment as a result of the consummation of the transactions contemplated herebyapplication.

Compliance with Laws and Permits. (a) As of the date hereof, except as set forth on Schedule 4.09, to the Knowledge of Parent, no Acquired Entity or (with respect to the Business or the Purchased Assets) other EPD Group Member is, or during the past three years, has been, the subject of any pending or threatened investigation of or by any Governmental Authority with respect to any actual or alleged material violation of Applicable Legal Requirements. (b) Except as set forth in Section 4.12(aon Schedule 4.09, Parent and its Affiliates (with respect to the Business and the Purchased Assets) and each of Sellers’ Disclosure Schedulethe Acquired Entities are, each Acquired Company is and at all times during the past three (3) years have been, in compliance in with all material respects Applicable Legal Requirements, other than where the failure to comply with andsuch Applicable Legal Requirements would not, has not received any notice of any material violation or delinquency with respect to, any applicable Laws, except for any non-compliance that would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate. (b) To the Knowledge of Sellers, except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, each Acquired Company reasonably be expected to have a Material Adverse Effect. During the past three (as applicable3) possesses oryears through the date hereof, as neither Parent nor any of immediately prior its Affiliates has received any written (or to the Core Portfolio ClosingKnowledge of Parent oral) notice, will possess all material governmental licensescharge, permits, registrations, filings, orders, qualifications, approvals and authorizations (collectively, “Permits”) which are required in order to conduct its business as conducted presently in all material respects and as of immediately prior claim or assertion from any Governmental Authority to the Core Portfolio Closing and to own and lease its respective assets and properties as such assets and properties are owned and leased by each effect that any Acquired Company as of the date hereof and immediately prior Entity or (with respect to the Core Portfolio Closing. For Business or the avoidance Purchased Assets) Parent or any of doubtits other Affiliates is not in compliance with any such Applicable Legal Requirement, other than where the term “Permits” shall failure to comply with such Applicable Legal Requirements would not reasonably be deemed to include any permits expected to, individually or licenses obtained or required to be obtained to operate in the aggregate, have a senior housing or assisted living facility on the applicable Acquired Property or permits addressed in Section 4.13(a)(ii)Material Adverse Effect. (c) Sellers have provided Each EPD Group Member is in material compliance with all material Permits and has not received, at any time during the past three (3) years, any written notice (including any citations, notices of violations, complaints or consent orders) that the Business is not or was not in compliance with any material Permit with respect to the Buyer trueconduct of the Business, accurate which noncompliance, individually or in the aggregate, would have or reasonably be expected to have a Material Adverse Effect. The Acquired Entities or (with respect to the Business or the Purchased Assets) other EPD Group Members hold all Permits necessary to carry on the Business as conducted on the date hereof and complete copies to own the Purchased Assets, other than where the failure to hold such Permit would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and each such Permit so held is in full force and effect. As of the date hereof, there are no Proceedings pending, or to the Knowledge of Parent, threatened that seek the revocation, cancellation, suspension or material adverse modification of any such Permit. Except as set forth in Schedule 4.09, all required filings with respect to such Permits in their possession or control, have been timely made and all of which are listed on Section 4.12(c) of Sellers’ Disclosure Schedulerequired applications for renewal thereof have been timely filed. (d) Except as set forth on Section 4.12(d) Schedule 4.09, as of Sellers’ Disclosure Schedule and except as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate, each Permit is valid and in full force and effect, date hereof no Acquired Company is in default Entity nor (with respect to the Business or the Purchased Assets) Parent or any of its other Affiliates has, during the past three (3) years, conducted any material internal investigation concerning any alleged violation of any Applicable Legal Requirements by any Acquired Entity or (with respect to the Business or the Purchased Assets) Parent or any of its Affiliates or any of their respective employees, officers, directors, or agents (regardless of the Permits, and: outcome of such investigation) in each case in which they have engaged the services of an outside law firm or accounting firm. (ie) no Permit has been revoked, suspended, subject The representations and warranties in this Section 4.09 shall not be deemed to non-renewal, terminated or impaired in apply to compliance with any material respect, (ii) no Acquired Company is subject to any pending or threatened Proceeding seeking the revocation, suspension, non-renewal, termination, modification or impairment of any Permit, and (iii) there is no existing condition of any Acquired Company, nor has any Acquired Company received any written notice from any Governmental Entity of any fact or condition, which, if left uncured, would result in the revocation, limitation, modification, termination, suspension, non-renewal or impairment of any Permit. No Acquired Company is operating under any order or decree by any Governmental Entity Environmental Law or any voluntary agreement with any Governmental Entity which restricts in any material respect any Acquired Company’s authority to do the business authorized pursuant to any applicable Permit or which would prohibit or delay, in any material respect, the consummation of the transactions contemplated hereby. Subject to obtaining the Seller Consents, none of the Permits will be subject to revocation, limitation, modification, termination, suspension, non-renewal or impairment as a result of the consummation of the transactions contemplated herebymatter otherwise covered by Article 8.