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

Compliance with Laws and Regulations; Permits. (a) Seller has complied in all material respects with all Laws applicable to the Business. (b) Seller owns, holds or possesses all Permits that are necessary to entitle it to own or lease, operate and use the properties and assets of the Business and to carry on and conduct the Business substantially as currently conducted. Schedule 3.10(b) sets forth a list of each Permit issued to Seller which are related to the conduct of the Business as currently conducted or the ownership of the Acquired Assets. Complete and correct copies of all of the Permits have been made available to Purchaser. Except as set forth on Schedule 3.10(b), since December 31, 2017: (i) Seller has fulfilled and performed its material obligations under each of the Permits, and no event has occurred or condition or state of facts exists that constitutes or, after notice or lapse of time or both, would constitute a material breach or default by Seller under any such Permit or that permits or, after notice or lapse of time or both, would permit revocation or termination of any such Permit; (ii) no written notice of cancellation, of default or of any dispute concerning any Permit, or of any event, condition or state of facts described in the preceding clause, has been received by Seller; and (iii) each Permit is valid, subsisting and in full force and effect and will continue in full force and effect after the transactions contemplated by this Agreement, in each case without (A) the occurrence of any breach, default or forfeiture of rights thereunder or (B) the consent, approval, or act of, or the making of any filing with, any Governmental Authority. (c) Seller complies with the Foreign Corrupt Practices Act, 15 U.S.C. 78dd et seq., and all local laws concerning corrupt payments, including applicable export control, money laundering and anti-terrorism Laws. Neither Seller nor, to Seller’s Knowledge, any employee or contractor of Seller has, directly or indirectly, on behalf of or with respect to Seller or the Business, offered, paid, solicited or received any remuneration in violation of any Law (including any kickback, bribe, or rebate and regardless of form, whether in money, property or services) directly or indirectly, overtly or covertly, in return for obtaining or retaining business or securing an improper advantage in violation of any applicable Law.

Compliance with Laws and Regulations; Permits. (a) Seller Company has complied in all material respects with all Laws applicable to the Businessits business. (b) Seller Company owns, holds or possesses all Permits that are necessary to entitle it to own or lease, operate and use the properties and assets of the Business its business and to carry on and conduct the Business its business substantially as currently conducted. Schedule 3.10(b2.10(b) sets forth a list of each Permit issued to Seller Company which are related is necessary to the conduct of the Business its business as currently conducted or the ownership of the Acquired Assetsconducted. Complete and correct copies of all of the Permits have been made available to PurchaserParent. Except as set forth on Schedule 3.10(b2.10(b), since December 31, 2017: (i) Seller Company has fulfilled and performed its material obligations under each of the Permits, and no event has occurred or condition or state of facts exists that constitutes or, after notice or lapse of time or both, would constitute a material breach or default by Seller Company under any such Permit or that permits or, after notice or lapse of time or both, would permit revocation or termination of any such Permit; (ii) no written notice of cancellation, of default or of any dispute concerning any Permit, or of any event, condition or state of facts described in the preceding clause, has been received by SellerCompany; and (iii) each Permit is valid, subsisting and in full force and effect and will continue in full force and effect after the transactions contemplated by this Agreement, in each case without (A) the occurrence of any breach, default or forfeiture of rights thereunder or (B) the consent, approval, or act of, or the making of any filing with, any Governmental Authority. (c) Seller Company complies with the Foreign Corrupt Practices Act, 15 U.S.C. 78dd et seq., and all local laws concerning corrupt payments, including applicable export control, money laundering and anti-terrorism Laws. Neither Seller Company nor, to SellerCompany’s Knowledge, any employee or contractor of Seller Company has, directly or indirectly, on behalf of or with respect to Seller or the BusinessCompany, offered, paid, solicited or received any remuneration in violation of any Law (including any kickback, bribe, or rebate and regardless of form, whether in money, property or services) directly or indirectly, overtly or covertly, in return for obtaining or retaining business or securing an improper advantage in violation of any applicable Law.

Compliance with Laws and Regulations; Permits. (a) Seller has complied in all material respects with all Laws applicable to the Business. (b) Seller owns, holds or possesses all Permits that are necessary to entitle it to own or lease, operate and use the properties and assets of the Business and to carry on and conduct the Business substantially as currently conducted. Schedule 3.10(b) sets forth a list of each Permit issued to Seller which are related to the conduct of the Business as currently conducted or the ownership of the Acquired Assets. Complete and correct copies of all of the Permits have been made available to Purchaser. Except as set forth on Schedule 3.10(b), since December 31June 30, 20172022: (i) Seller has fulfilled and performed its material obligations under each of the Permits, and no event has occurred or condition or state of facts exists that constitutes or, after notice or lapse of time or both, would constitute a material breach or default by Seller under any such Permit or that permits or, after notice or lapse of time or both, would permit revocation or termination of any such Permit; (ii) no written notice of cancellation, of default or of any dispute concerning any Permit, or of any event, condition or state of facts described in the preceding clause, has been received by Seller; and (iii) each Permit is valid, subsisting and in full force and effect and will continue in full force and effect after the transactions contemplated by this Agreement, in each case without (A) the occurrence of any breach, default or forfeiture of rights thereunder or (B) the consent, approval, or act of, or the making of any filing with, any Governmental Authority. (c) Seller complies with the Foreign Corrupt Practices Act, 15 U.S.C. 78dd et seq., and all local laws concerning corrupt payments, including applicable export control, money laundering and anti-terrorism Laws. Neither Seller nor, to Seller’s Knowledge, any employee or contractor of Seller has, directly or indirectly, on behalf of or with respect to Seller or the Business, offered, paid, solicited or received any remuneration in violation of any Law (including any kickback, bribe, or rebate and regardless of form, whether in money, property or services) directly or indirectly, overtly or covertly, in return for obtaining or retaining business or securing an improper advantage in violation of any applicable Law.

Compliance with Laws and Regulations; Permits. (ai) Seller Other than with respect to the Laws described in Section 5.1(i)(ii) (which are addressed separately by such Section), the businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in material violation of any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (any of the foregoing, a “Law”, and, collectively, “Law” or “Laws”). To the knowledge of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processes, properties or procedures for them to continue to comply with such Laws, and the Company has complied not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. Each of the Company and each of its Subsidiaries has obtained and are in substantial compliance with all material respects with all Laws applicable governmental licenses, permits, certificates, approvals and authorizations (“Permits”) required or necessary for the conduct of its business and the use of its properties and assets as presently conducted and used, and neither the Company nor any of its Subsidiaries has received written notice from any Governmental Entity that any such Permit is subject to the Businessany material adverse action. (bii) Seller owns, holds or possesses all Permits that are necessary to entitle it to own or lease, operate and use the properties and assets Each of the Business Company and to carry on each of its Subsidiaries is in compliance with (A) all applicable statutes, rules and conduct the Business substantially as currently conducted. Schedule 3.10(b) sets forth a list of each Permit issued to Seller which are related to the conduct regulations of the Business as currently conducted Medicare and Medicaid programs; (B) any and all state Laws relating to health care fraud and abuse; (C) any and all state Laws relating to Medicaid or any other state health care or health insurance programs; (D) any and all federal or state Laws relating to billing or claims for reimbursement submitted to any third party payor; (E) any and all other federal or state Laws relating to fraudulent, abusive or unlawful practices connected in any way with the provision of health care items or services, or the ownership billing for or claims for reimbursement for such items or services provided to a beneficiary of any state, federal or other governmental health care or health insurance program or any private payor; and (F) any and all federal and state Laws relating to privacy or confidentiality of health records or personal health information, except for any such failures to be in compliance with any of the Acquired Assets. Complete and correct copies of all of the Permits have been made available to Purchaser. Except as set forth on Schedule 3.10(b), since December 31, 2017: (i) Seller has fulfilled and performed its material obligations under each of the Permits, and no event has occurred or condition or state of facts exists that constitutes or, after notice or lapse of time or both, would constitute a material breach or default by Seller under any such Permit or that permits or, after notice or lapse of time or both, would permit revocation or termination of any such Permit; (ii) no written notice of cancellation, of default or of any dispute concerning any Permit, or of any event, condition or state of facts matters described in the preceding clauseforegoing clauses (A) through (F) that, has been received by Seller; and individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect or that would reasonably be expected to result in the imposition of criminal penalties or exclusion from the Medicare or Medicaid Program. (iii) each Permit is validTo the knowledge of the Company, subsisting and in full force and effect and will continue in full force and effect after neither the transactions contemplated by this Agreement, in each case without Company nor any of its Subsidiaries (A) has been assessed a civil money penalty under Section 1128A of the occurrence of Social Security Act or any breachregulations promulgated thereunder, default or forfeiture of rights thereunder or (B) has been excluded from participation in any federal health care program or state health care program (as such terms are defined by the consentSocial Security Act) or (C) has been convicted of any criminal offense relating to the delivery of any item or service under a federal health care program relating to the unlawful manufacture, approvaldistribution, prescription, or act of, dispensing of a prescription drug or the making of any filing with, any Governmental Authoritya controlled substance. (c) Seller complies with the Foreign Corrupt Practices Act, 15 U.S.C. 78dd et seq., and all local laws concerning corrupt payments, including applicable export control, money laundering and anti-terrorism Laws. Neither Seller nor, to Seller’s Knowledge, any employee or contractor of Seller has, directly or indirectly, on behalf of or with respect to Seller or the Business, offered, paid, solicited or received any remuneration in violation of any Law (including any kickback, bribe, or rebate and regardless of form, whether in money, property or services) directly or indirectly, overtly or covertly, in return for obtaining or retaining business or securing an improper advantage in violation of any applicable Law.

Compliance with Laws and Regulations; Permits. (a) Seller Company has complied in all material respects with all Laws applicable to the Businessits business. (b) Seller Company owns, holds or possesses all Permits that are necessary to entitle it to own or lease, operate and use the properties and assets of the Business its business and to carry on and conduct the Business its business substantially as currently conducted. Schedule 3.10(b2.10(b) sets forth a list of each Permit issued to Seller Company which are related is necessary to the conduct of the Business its business as currently conducted or the ownership of the Acquired Assetsconducted. Complete and correct copies of all of the Permits have been made available to PurchaserParent. Except as set forth on Schedule 3.10(b2.10(b), since December 31through April 30, 20172023: (i) Seller Company has fulfilled and performed its material obligations under each of the Permits, and no event has occurred or condition or state of facts exists that constitutes or, after notice or lapse of time or both, would constitute a material breach or default by Seller Company under any such Permit or that permits or, after notice or lapse of time or both, would permit revocation or termination of any such Permit; (ii) no written notice of cancellation, of default or of any dispute concerning any Permit, or of any event, condition or state of facts described in the preceding clause, has been received by SellerCompany; and (iii) each Permit is valid, subsisting and in full force and effect and will continue in full force and effect after the transactions contemplated by this Agreement, in each case without (A) the occurrence of any breach, default or forfeiture of rights thereunder or (B) the consent, approval, or act of, or the making of any filing with, any Governmental Authority. (c) Seller Company complies with the Foreign Corrupt Practices Act, 15 U.S.C. 78dd et seq., and all local laws concerning corrupt payments, including applicable export control, money laundering and anti-terrorism Laws. Neither Seller Company nor, to SellerCompany’s Knowledge, any employee or contractor of Seller Company has, directly or indirectly, on behalf of or with respect to Seller or the BusinessCompany, offered, paid, solicited or received any remuneration in violation of any Law (including any kickback, bribe, or rebate and regardless of form, whether in money, property or services) directly or indirectly, overtly or covertly, in return for obtaining or retaining business or securing an improper advantage in violation of any applicable Law.

Compliance with Laws and Regulations; Permits. (a) Seller has complied The business and operations of the Company are, and have been during the past three (3) years, operated in compliance in all material respects with all Laws applicable to such business and operations. In the Business. last three (b3) Seller ownsyears, holds the Company has not received any notice, Order or possesses all Permits that are necessary to entitle it to own other communication from any Governmental Authority or lease, operate and use the properties and assets of the Business and to carry on and conduct the Business substantially as currently conducted. Schedule 3.10(b) sets forth a list of each Permit issued to Seller which are related to the conduct of the Business as currently conducted or the ownership of the Acquired Assets. Complete and correct copies of all of the Permits have been made available to Purchaser. Except as set forth on Schedule 3.10(b), since December 31, 2017: (i) Seller has fulfilled and performed its material obligations under each of the Permitsother Person alleging, and there are no event has occurred facts or condition or state of facts exists circumstances that constitutes or, after notice or lapse of time or both, would constitute a material breach or default by Seller under any such Permit or that permits or, after notice or lapse of time or both, would permit revocation or termination of any such Permit; (ii) no written notice of cancellation, of default or of any dispute concerning any Permit, or of any event, condition or state of facts described in the preceding clause, has been received by Seller; and (iii) each Permit is valid, subsisting and in full force and effect and will continue in full force and effect after the transactions contemplated by this Agreement, in each case without (A) the occurrence of any breach, default or forfeiture of rights thereunder or (B) the consent, approval, or act of, or the making of any filing withreasonably be expected to give rise to, any Governmental Authority. (c) Seller complies actual or potential material Liability or violation of or material failure to comply with the Foreign Corrupt Practices Act, 15 U.S.C. 78dd et seq., and all local laws concerning corrupt payments, including any applicable export control, money laundering and anti-terrorism Laws. Neither Seller norWithout limiting the foregoing, there is no uncured violation by the Company or, to Seller’s Knowledge, any employee or contractor of Seller has, directly or indirectly, on behalf of or other Person with respect to Seller or the Business, offered, paid, solicited or received any remuneration in violation of any Law (including any kickback, bribe, or rebate and regardless of form, whether in money, property or services) directly or indirectly, overtly or covertly, in return for obtaining or retaining business or securing an improper advantage in violation Petroleum Contracts of any applicable LawLaws or judgments of any Governmental Authority. (b) The Company holds, and is operating in compliance in all material respects with, all material Permits necessary for the lawful conduct of its business and operations as presently conducted (including all Permits necessary to perform and carry out operations under the Petroleum Contracts in the manner in which they are presently conducted). Section 6.17(b) of the Company Disclosure Schedule contains a correct and complete list of all Permits of the Company. Each Permit held by the Company is in full force and effect without any material default or violation thereunder in any respect by the Company. No Proceeding is pending or, to Seller’s Knowledge, threatened by any Governmental Authority to revoke or deny the renewal of any material Permit of the Company. (c) Notwithstanding anything to the contrary in this Section 6.17, the representations and warranties of Seller set forth in Sections 6.26, 6.27 and 6.28 shall be the sole and exclusive representations and warranties of Seller with respect to the subject matter covered thereby. For the avoidance of doubt, this Section 6.17 shall not be deemed to cover or be applicable to, or be considered to be a representation or warranty in respect of, any matters related to the FCPA (Section 6.26), Money Laundering Laws (Section 6.27) or OFAC (Section 6.28).

Compliance with Laws and Regulations; Permits. (a) Seller Each Company and each of its Subsidiaries is, and for the past six (6) years has complied been, in compliance with all applicable Laws in all material respects. No Company nor any of its Subsidiaries is, and has not been in the past six (6) years, in violation in any material respect of any Law or Order by which such Company or any of its Subsidiaries is bound, whether by operation of Law or by Contract, or to which such Company or any of its Subsidiaries is subject. No Company nor any of its Subsidiaries has, nor has it in the past six (6) years, received any written or oral notice, from any Governmental Authority of an investigation with respect to any violation with respect to any such Law or Order that has not been fully resolved to the satisfaction of the applicable Governmental Authority. There is no, and there has not been for the past six (6) years, pending regulatory action, investigation or inquiry or threatened regulatory action, investigation or inquiry of any sort (other than non-material routine or periodic inspections or reviews) against or affecting any Company or any of its Subsidiaries for any material non-compliance with a Law or Order. No Company nor any of its Subsidiaries has received any written opinion, memorandum or written advice from any attorney or other legal advisor to the effect that it is exposed to any liability or disadvantage that could materially prohibit or materially restrict such Company or any of its Subsidiaries from, or otherwise adversely affect such Company or any of its Subsidiaries in, conducting business in any jurisdiction in which it is now conducting business or in which it plans to conduct business. In the past six (6) years, no Company or any of its Subsidiaries has received any written notices or other communications regarding any actual or alleged material violation of, or any material failure to comply with, any Laws, or orders or instructions of any Governmental Authority. (b) Each Company and each of its Subsidiaries currently owns or possesses, and has owned or possessed at all times during the past six (6) years, all right, title and interest in and to all Permits (other than Professional Permits) necessary to conduct their respective businesses as currently conducted, currently contemplated to be conducted, or previously conducted during such six-year time period, and such Company, and each of its Subsidiaries, has provided copies of all such current Permits to Buyers. Each Professional owns or possesses and has owned or possessed at all times while providing services for any Company during the past six (6) years, all right, title and interest in and to all Permits necessary to conduct his or her business as currently conducted, currently contemplated to be conducted, or previously conducted during such six-year time period (collectively, “Professional Permits”). Schedule 3.13(b) sets forth a true, correct and complete list of all Permits (other than Professional Permits) necessary for the conduct of each of the Company’s or its Subsidiaries’ business. Each Company and each of its Subsidiaries is in compliance in all material respects with the terms and conditions of its Permits and all Laws applicable such Permits are valid, in full force and effect and sufficient for the services provided by such Company and each of its Subsidiaries. No loss, expiration, withdrawal, suspension, revocation, cancellation, termination, rescission, modification or refusal to renew of any Permit issued or granted to the Business. Company or any of its Subsidiaries is pending or threatened (b) Seller owns, holds or possesses all Permits that are necessary to entitle it to own or lease, operate and use the properties and assets including as a result of the Business and to carry on and conduct the Business substantially as currently conductedtransactions contemplated hereby). Schedule 3.10(b) sets forth a list of each No Permit issued or granted to Seller which are related the Company or any of its Subsidiaries has been lost, expired, withdrawn, suspended, revoked, cancelled, terminated, rescinded, modified or been subject to a refusal to renew during the past six (6) years, other than routine expiration in accordance with the terms of any such Permit (and replacement with a new Permit as necessary for the conduct of the Business Companies’ business within the time period required by applicable Laws). No Professional Permit has been lost, expired, withdrawn, suspended, revoked, cancelled, terminated, rescinded, modified or been subject to a refusal to renew while the applicable Professional was providing services for any Company during the past six (6) years, other than routine expiration in accordance with the terms of any such Professional Permit (and replacement with a new Professional Permit as currently conducted or necessary for the ownership conduct of the Acquired AssetsCompanies’ business within the time period required by applicable Laws). Complete and correct copies of all of the Permits have been made available to Purchaser. Except as set forth on Schedule 3.10(b), since December 31, 2017: (i) Seller has fulfilled and performed its material obligations under each of the Permits, and no No event has occurred or condition or state of facts exists that which constitutes or, after notice or lapse of time or both, would constitute a material breach or default by Seller under any such Permit of any Company or that which permits or, after notice or lapse of time or both, would permit restriction, limitation, deactivation, suspension, refusal to renew, revocation or termination of any such Permit. (i) No Company nor any of its Subsidiaries has received written notice or oral communication of the pending or threatened revocation, suspension, lapse, modification, or limitation of any such Permit; (ii) there are no written provisions in, or Contracts relating to, any such Permits that preclude or limit any Company or any of its Subsidiaries from operating and carrying on its business as currently conducted; and (iii) no notice of cancellation, of breach, termination, revocation or default or of any dispute concerning any Permit, or Permit of any event, condition or state of facts described in the preceding clause, Company set forth on Schedule 3.13(b) has been received in writing by Seller; and (iii) each Permit is valid, subsisting and in full force and effect and will continue in full force and effect after the transactions contemplated by this Agreementany Company, in each case without (A) case, other than routine expiration in accordance with the occurrence terms of any breach, default or forfeiture of rights thereunder or (B) the consent, approval, or act of, or the making of any filing with, any Governmental Authoritysuch Permit. (c) Seller complies Each Company and each of its Subsidiaries maintains a compliance program that meets all requirements under applicable Law. Each Company and each of its Subsidiaries is, and has been in the last six (6) years, in compliance in all material respects with its compliance program. Each Company and each of its Subsidiaries (1) conducts training and education programs, auditing and monitoring reviews, (2) has promptly and thoroughly investigated any reports of alleged compliance violations and has taken corrective actions as determined to be warranted, including repayment of any overpayments, and (3) has no current material compliance problems. (d) To the Foreign Corrupt Practices ActKnowledge of the Companies, 15 U.S.C. 78dd et seqthere is no proposed change in any applicable Law that would require any Company to obtain any Permit not set forth on Schedule 3.13(b) in order to conduct the Companies’ business as presently conducted. (e) Each Company and each of its Subsidiaries is, and has been for the last six (6) years, in compliance in all material respects with all Health and Welfare Laws, HIPAA, all federal and state Laws governing money transmitters, payment processors, and other money services applicable to such Company and each of its Subsidiaries, and all local laws concerning corrupt payments, including applicable export control, money laundering rules and antiguidelines of Payment Programs and payment industry self-terrorism Laws. Neither Seller nor, regulatory organizations applicable to Seller’s Knowledge, any employee or contractor such Company and each of Seller has, directly or indirectly, on behalf of or with respect to Seller or the Business, offered, paid, solicited or received any remuneration in violation of any Law (including any kickback, bribe, or rebate and regardless of form, whether in money, property or services) directly or indirectly, overtly or covertly, in return for obtaining or retaining business or securing an improper advantage in violation of any applicable Lawits Subsidiaries.

Compliance with Laws and Regulations; Permits. Except as to Healthcare Laws and the other subject matter to which the representations and warranties in Section 3.11 relate, as to which only Section 3.11 applies: (a) Seller has complied in all material respects with all Laws applicable to the Business. (b) Since May 5, 2014, Seller has timely filed all reports, data and other information required under all Laws applicable to the Business. (c) Seller owns, holds or possesses all Permits that are necessary to entitle it to own or lease, operate and use the properties and assets of the Business and to carry on and conduct the Business substantially as currently conducted. Schedule 3.10(b3.10(c) sets forth a list of each Permit issued to Seller which are related to the conduct of the Business as currently conducted or the ownership of the Acquired AssetsPermit. Complete and correct copies of all of the Permits have been made available to Purchaser. Except as set forth on Schedule 3.10(b3.10(c), since December 31January 1, 20172014: (i) Seller has fulfilled and performed its material obligations under each of the Permits, and no event has occurred or condition or state of facts exists that constitutes or, after notice or lapse of time or both, would constitute a material breach or default by Seller under any such Permit or that permits or, after notice or lapse of time or both, would permit revocation or termination of any such Permit; (ii) no written notice of cancellation, of default or of any dispute concerning any Permit, or of any event, condition or state of facts described in the preceding clause, has been received by Seller; and (iii) each Permit is valid, subsisting and in full force and effect and will continue in full force and effect after the transactions contemplated by this Agreement, in each case without (A) the occurrence of any breach, default or forfeiture of rights thereunder or (B) the consent, approval, or act of, or the making of any filing with, any Governmental Authority. (cd) Seller complies with the Foreign Corrupt Practices Act, 15 U.S.C. 78dd et seq., and all local laws concerning corrupt payments, including applicable export control, money laundering and anti-terrorism Laws. Neither Seller nor, to Seller’s Knowledge, any employee or contractor of Seller has, directly or indirectly, on behalf of or with respect to Seller or the Business, offered, paid, solicited or received any remuneration in violation of any Law (including any kickback, bribe, or rebate and regardless of form, whether in money, property or services) directly or indirectly, overtly or covertly, in return for obtaining or retaining business or securing an improper advantage in violation of any applicable Law. (e) Each employee and independent contractor of Seller during the last three (3) years with respect to the Business have entered into non-disclosure and confidentiality agreements with Seller in form and substance set forth on Schedule 3.10(e).

Compliance with Laws and Regulations; Permits. (a) Seller Purchaser has complied in all material respects with all Laws applicable to the Businessits business. (b) Seller Purchaser owns, holds or possesses all Permits that are necessary to entitle it to own or lease, operate and use the properties and assets of the Business and to carry on and conduct the Business its business substantially as currently conducted. Schedule 3.10(b) sets forth a list of each Permit issued to Seller which are related to the conduct of the Business as currently conducted or the ownership of the Acquired Assets. Complete and correct copies of all of the Permits have been made available to Purchaser. Except as set forth on Schedule 3.10(b)4.8(b) or as set forth in Purchaser SEC Documents, since December 31, 2017: (i) Seller Purchaser has fulfilled and performed its material obligations under each of the Permits, and no event has occurred or condition or state of facts exists that constitutes or, after notice or lapse of time or both, would constitute a material breach or default by Seller Purchaser under any such Permit or that permits or, after notice or lapse of time or both, would permit revocation or termination of any such Permit; (ii) no written notice of cancellation, of default or of any dispute concerning any Permit, or of any event, condition or state of facts described in the preceding clause, has been received by SellerPurchaser; and (iii) each Permit is valid, subsisting and in full force and effect and will continue in full force and effect after the transactions contemplated by this Agreement, in each case without (A) the occurrence of any breach, default or forfeiture of rights thereunder or (B) the consent, approval, or act of, or the making of any filing with, any Governmental Authority. (c) Seller Purchaser complies with the Foreign Corrupt Practices Act, 15 U.S.C. 78dd et seq., and all local laws concerning corrupt payments, including applicable export control, money laundering and anti-terrorism Laws. Neither Seller Purchaser nor, to SellerPurchaser’s Knowledge, any employee or contractor of Seller Purchaser has, directly or indirectly, on behalf of or with respect to Seller or the BusinessPurchaser, offered, paid, solicited or received any remuneration in violation of any Law (including any kickback, bribe, or rebate and regardless of form, whether in money, property or services) directly or indirectly, overtly or covertly, in return for obtaining or retaining business or securing an improper advantage in violation of any applicable Law.

Compliance with Laws and Regulations; Permits. (a) Seller Company has complied in all material respects with all Laws applicable to the Businessits business. (b) Seller Company owns, holds or possesses all Permits that are necessary to entitle it to own or lease, operate and use the properties and assets of the Business its business and to carry on and conduct the Business its business substantially as currently conducted. Schedule 3.10(b2.10(b) sets forth a list of each Permit issued to Seller Company which are related is necessary to the conduct of the Business its business as currently conducted or the ownership of the Acquired Assetsconducted. Complete and correct copies of all of the Permits have been made available to PurchaserParent. Except as set forth on Schedule 3.10(b2.10(b), since December 31, 2017: (i) Seller Company has fulfilled and performed its material obligations under each of the Permits, and no event has occurred or condition or state of facts exists that constitutes or, after notice or lapse of time or both, would constitute a material breach or default by Seller Company under any such Permit or that permits or, after notice or lapse of time or both, would permit revocation or termination of any such Permit; (ii) no written notice of cancellation, of default or of any dispute concerning any Permit, or of any event, condition or state of facts described in the preceding clause, has been received by SellerCompany; and (iii) each Permit is valid, subsisting and in full force and effect and will continue in full force and effect after the transactions contemplated by this Agreement, in each case without (A) the occurrence of any breach, default or forfeiture of rights thereunder or (B) the consent, approval, or act of, or the making of any filing with, any Governmental Authority. (c) Seller Company complies with the Foreign Corrupt Practices Act, 15 U.S.C. 78dd et seq., and all local laws concerning corrupt payments, including applicable export control, money laundering and anti-terrorism Laws. Neither Seller Company nor, to SellerCompany’s Knowledge, any employee or contractor of Seller Company has, directly or indirectly, on behalf of or with respect to Seller or the BusinessCompany, offered, paid, solicited or received any remuneration in violation of any Law (including any kickback, bribe, or rebate and regardless of form, whether in money, property or services) directly or indirectly, overtly or covertly, in return for obtaining or retaining business or securing an improper advantage in violation of any applicable Law.

Compliance with Laws and Regulations; Permits. (a) The Seller is, and for the past six (6) years has been, in compliance with all applicable Laws in all material respects. The Seller is not, and has not been in the past six (6) years, in violation in any material respect of any Law or Order by which the Seller is bound, whether by operation of Law or by Contract, or to which the Seller is subject. The Seller has complied not, nor has it in the past six (6) years, received any written or, oral, notice, from any Governmental Authority of an investigation with respect to any violation with respect to any such Law or Order that has not been fully resolved to the satisfaction of the applicable Governmental Authority. There is no, and there has not been for the past six (6) years, pending regulatory action, investigation or inquiry or threatened regulatory action, investigation or inquiry of any sort (other than non-material routine or periodic inspections or reviews) against or affecting the Seller for any material non-compliance with a Law or Order. The Seller has not received any written opinion, memorandum or written advice from any attorney or other legal advisor to the effect that it is exposed to any liability or disadvantage that could materially prohibit or materially restrict the Seller from, or otherwise adversely affect the Seller in, conducting business in any jurisdiction in which it is now conducting business or in which it plans to conduct business. In the past six (6) years, the Seller has not received any written notices or other communications regarding any actual or alleged material violation of, or any material failure to comply with, any Laws, or orders or instructions of any Governmental Authority. (b) The Seller currently owns or possesses, and has owned or possessed at all times during the past six (6) years, all right, title and interest in and to all Permits necessary to conduct its business as currently conducted or previously conducted during such six-year time period, and the Seller has provided copies of all such current Permits to Buyer. Each Professional owns or possesses and has owned or possessed at all times while providing services for the Seller during the past six (6) years, all right, title and interest in and to all Permits necessary to conduct his or her business as currently conducted or previously conducted during such six-year time period. Schedule 4.13(b) sets forth a true, correct and complete list of all Permits (other than Professional Permits) necessary for the conduct of the Seller’s business as currently conducted. The Seller is in compliance in all material respects with the terms and conditions of its Permits and all Laws applicable such Permits are valid, in full force and effect and sufficient for the services provided by the Seller. No loss, expiration, withdrawal, suspension, revocation, cancellation, termination, rescission, modification or refusal to renew of any Permit issued or granted to the Business. Seller is pending or threatened (b) Seller owns, holds or possesses all Permits that are necessary to entitle it to own or lease, operate and use the properties and assets including as a result of the Business and to carry on and conduct the Business substantially as currently conducted. Schedule 3.10(b) sets forth a list of each Permit issued to Seller which are related to the conduct of the Business as currently conducted or the ownership of the Acquired Assets. Complete and correct copies of all of the Permits have been made available to Purchasertransactions contemplated hereby). Except as set forth on Schedule 3.10(b4.13(b), since December 31, 2017: (i) no Permit issued or granted to the Seller has fulfilled been lost, expired, withdrawn, suspended, revoked, cancelled, terminated, rescinded, modified or been subject to a refusal to renew during the past six (6) years, other than routine expiration in accordance with the terms of any such Permit (and performed its material obligations under each replacement with a new Permit as necessary for the conduct of the Permits, and no Seller’s business within the time period required by applicable Laws). No event has occurred or condition or state of facts exists that which constitutes or, after notice or lapse of time or both, would constitute a material breach or default by Seller under any such Permit of the Seller or that which permits or, after notice or lapse of time or both, would permit restriction, limitation, deactivation, suspension, refusal to renew, revocation or termination of any such Permit. (i) The Seller has not received written notice or oral communication of the pending or threatened revocation, suspension, lapse, modification, or limitation of any such Permit; (ii) there are no written provisions in, or Contracts relating to, any such Permits that preclude or limit the Seller from operating and carrying on its business as currently conducted; and (iii) no notice of cancellation, of breach, termination, revocation or default or of any dispute concerning any Permit, or Permit of any event, condition or state of facts described in the preceding clause, Seller set forth on Schedule 4.13(b) has been received in writing by the Seller; and (iii) each Permit is valid, subsisting and in full force and effect and will continue in full force and effect after the transactions contemplated by this Agreement, in each case without (A) case, other than routine expiration in accordance with the occurrence terms of any breach, default or forfeiture of rights thereunder or (B) the consent, approval, or act of, or the making of any filing with, any Governmental Authoritysuch Permit. (c) The Seller complies with the Foreign Corrupt Practices Act, 15 U.S.C. 78dd et seq.maintains a compliance program that meets all requirements under applicable Law. The Seller is, and has been in the last six (6) years, in compliance in all local laws concerning corrupt paymentsmaterial respects with its compliance program. The Seller (1) has appointed a Compliance Officer, (2) maintains a compliance hotline, (3) conducts training and education programs, auditing and monitoring reviews, (4) has promptly and thoroughly investigated any reports of alleged compliance violations and has taken corrective actions as determined to be warranted, including applicable export controlrepayment of any overpayments, money laundering and anti-terrorism Laws(5) has no current material compliance problems. (d) Schedule 4.13(b) sets forth an accurate and complete list of all accreditations held by the Seller. Neither All accreditations held by the Seller norare and will be effective, unrestricted and in good standing as of the date hereof and as of the Closing Date. There is no pending or threatened Proceeding by any accrediting body to revoke, cancel, rescind, suspend, restrict, modify, or not renew any such accreditation, and no such Proceedings, surveys or actions are pending, or threatened or imminent. (e) To the Seller’s Knowledge, there is no proposed change in any employee or contractor of applicable Law that would require the Seller hasto obtain any Permit not set forth on Schedule 4.13(b) in order to conduct the Business as presently conducted. (f) The Seller is, directly or indirectly, on behalf of or with respect to Seller or and has been for the Business, offered, paid, solicited or received any remuneration in violation of any Law last six (including any kickback, bribe, or rebate and regardless of form, whether in money, property or services6) directly or indirectly, overtly or covertlyyears, in return for obtaining or retaining business or securing an improper advantage compliance in violation all material respects with all Health and Welfare Laws, HIPAA, all federal and state Laws governing money transmitters, payment processors, and other money services applicable to the Seller, and all applicable rules and guidelines of any Payment Programs and payment industry self-regulatory organizations applicable Lawto the Seller.