Common use of Compliance with Laws; Authorizations Clause in Contracts

Compliance with Laws; Authorizations. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January 1, 2016 have been, in compliance in all material respects with all Laws applicable to the Company or its Subsidiaries or by which they or their respective businesses, assets or properties is bound. Since January 1, 2016 through the date hereof, the Company has not received any written notice or written notification issued by a Governmental Authority stating that the Company or any of its Subsidiaries is not in material compliance with any Law. The Company and each of its Subsidiaries (a) have all approvals, authorizations, certificates, registrations, licenses, exemptions, variances, clearances, commissions, permits, consents, permissions, qualifications, orders and other rights from, and have made all declarations, notices, and filings with, all applicable Governmental Authorities (collectively, “Authorizations”) necessary for them to lawfully own, lease and operate their respective properties and assets and conduct their respective businesses as presently conducted, and all such Authorizations are in full force and effect, (b) are not subject to any Action that could result in any modification, termination or revocation of any Authorization and, to the Company’s Knowledge, no suspension or cancellation of any such Authorizations is threatened and (c) are in compliance with the terms and requirements of all Authorizations, except for such Authorizations the absence or the failure of which to be in full force and effect, the modification, termination or revocation of, suspension or cancellation of, or non-compliance with, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. This Section 2.13 does not relate to environmental matters, which are the subject of Section 2.12, employee benefit matters, which are the subject of Section 2.10, Taxes, which are the subject of Section 2.11, anti-corruption matters, which are the subject of Section 2.14 or regulatory/health law compliance matters, which are the subject of Section 2.15.

Compliance with Laws; Authorizations. Except as, individually or in the aggregate, has not had(a) The Company and each of its Subsidiaries have complied with each, and would are not reasonably be expected in violation of, any law, statute, regulation, rule, ordinance or order (“Laws”) to have, a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January 1, 2016 have been, in compliance in all material respects with all Laws applicable to the Company or its Subsidiaries or by which they or their respective businesses, assets or properties is bound. Since January 1, 2016 through the date hereof, the Company has not received any written notice or written notification issued by a Governmental Authority stating that the Company or any of its Subsidiaries is not or their businesses, operations, employees, assets or properties are or have been subject. No event has occurred or circumstances exist that (with or without the passage of time or the giving of notice) may result in material compliance a violation of, conflict with or failure on the part of the Company or any of its Subsidiaries to comply with, any Law. Neither the Company nor any of its Subsidiaries has received notice regarding any violation of, conflict with, or failure to comply with, any Law. The execution, delivery, and performance of this Agreement and the other Loan Documents by the Company, and the sale, issuance and delivery of the Purchased Securities pursuant hereto and of the issuance and delivery of the Conversion Securities, will not, with or without the passage of time or giving of notice, result in any such violation, or be in conflict with or constitute a default under any Law. (b) The Company and each of its Subsidiaries (a) have owns, holds, possesses or lawfully uses in the operation of their respective business all approvals, authorizations, certificates, registrationsfranchises, licenses, exemptions, variances, clearances, commissions, permits, consents, permissions, qualifications, orders permits and other rights from, and have made all declarations, notices, and filings with, all applicable Governmental Authorities registrations (collectively, “Authorizations”) which are required or otherwise necessary for them to lawfully own, lease and operate their respective properties and assets and conduct their respective businesses business as presently conductedcurrently conducted or as proposed to be conducted or for the ownership and use of the assets owned or used by them in the conduct of their business, free and clear of all such Liens. Such Authorizations are valid and in full force and effect, effect and none of such Authorizations will be terminated or impaired or become terminable as a result of the transactions contemplated by this Agreement or the other Loan Documents. All Authorizations are listed in Schedule 4.15(b). No event has occurred or circumstances exist that (bwith or without the passage of time or the giving of notice) are not subject to any Action that could may result in a violation of, conflict with, failure on the part of the Company or any modification, termination or revocation of any Authorization and, its Subsidiaries to the Company’s Knowledge, no suspension or cancellation of any such Authorizations is threatened and (c) are in compliance comply with the terms and requirements of all Authorizationsof, except for such Authorizations the absence or the failure of which to be in full force and effectrevocation, the modificationwithdrawal, termination or revocation oftermination, cancellation, suspension or cancellation modification of any Authorization. Neither the Company nor any of its Subsidiaries has received notice regarding any violation of, conflict with, failure to comply with the terms of, or non-compliance withany revocation, withdrawal, termination, cancellation, suspension or modification of, any Authorization. Neither the Company nor any of its Subsidiaries is in default or has not hadreceived notice of any claim of default, and would not reasonably be expected with respect to have, individually or in the aggregate, a Company Material Adverse Effect. This Section 2.13 does not relate to environmental matters, which are the subject of Section 2.12, employee benefit matters, which are the subject of Section 2.10, Taxes, which are the subject of Section 2.11, anti-corruption matters, which are the subject of Section 2.14 or regulatory/health law compliance matters, which are the subject of Section 2.15any Authorization.

Compliance with Laws; Authorizations. Except as(a) To the knowledge of the Company, none of the Company or any of its subsidiaries has violated any foreign, federal, state or local Law or Order relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), any provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any provisions of the Foreign Corrupt Practices Act or the rules and regulations promulgated thereunder, except for such violations which, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Company Material Adverse Effect. To the knowledge of the Company, the Company and its Subsidiaries arethere are no costs or liabilities associated with Environmental Laws (including any capital or operating expenditures required for clean-up, and since January 1, 2016 have been, in closure of properties or compliance in all material respects with all Environmental Laws applicable to the Company or its Subsidiaries or by which they or their respective businesses, assets or properties is bound. Since January 1, 2016 through the date hereof, the Company has not received any written notice or written notification issued by a Governmental Authority stating that the Company or any of its Subsidiaries is not in material compliance with Authorization, any Law. The Company related constraints on operating activities and each of its Subsidiaries (aany potential liabilities to third parties) have all approvals, authorizations, certificates, registrations, licenses, exemptions, variances, clearances, commissions, permits, consents, permissions, qualifications, orders and other rights from, and have made all declarations, notices, and filings with, all applicable Governmental Authorities (collectively, “Authorizations”) necessary for them to lawfully own, lease and operate their respective properties and assets and conduct their respective businesses as presently conducted, and all such Authorizations are in full force and effect, (b) are not subject to any Action that could result in any modification, termination or revocation of any Authorization and, to the Company’s Knowledge, no suspension or cancellation of any such Authorizations is threatened and (c) are in compliance with the terms and requirements of all Authorizations, except for such Authorizations the absence or the failure of which to be in full force and effect, the modification, termination or revocation of, suspension or cancellation of, or non-compliance with, has not had, and would not reasonably be expected to haveERISA which, individually or in the aggregate, would be likely to have a Material Adverse Effect. (b) Each of the Company and its subsidiaries has such Authorizations of, and has made all registrations and filings with and notices to, all Governmental Entities, including under applicable Environmental Laws, as are necessary to manage, use, control, own, lease and operate its properties and assets and to conduct, operate and carry on its business and operations, except where the failure to have any such Authorization or to make any such registration, filing or notice, individually or in the aggregate, would not have a Material Adverse Effect. (i) Each such Authorization is in full force and effect, and each of the Company and its subsidiaries is in full compliance with all the terms and conditions thereof and with the Laws and Orders of the Governmental Entities having jurisdiction with respect thereto, (ii) no event has occurred (including the receipt of notice from any Governmental Entities) which allows, or after due notice or the passage of time or both would allow, revocation, suspension or termination of any such Authorization or results, or after due notice or the passage of time or both would result, in any other impairment of the rights of the holder of any such Authorization; and (iii) such Authorizations contain no restrictions that are burdensome to the Company or any of its subsidiaries, except where such failure to be valid and in full force and effect or to be in compliance, the occurrence of any such event or the presence of any such restriction, individually or in the aggregate, would not have a Material Adverse Effect. This Section 2.13 does To the knowledge of the Company, each of the Company and its subsidiaries is in full compliance with all Laws and Orders applicable to the Company or any of its subsidiaries, or to any of their respective properties or assets, or to any Common Shares, except where the failure to be in compliance, individually or in the aggregate, would not relate to environmental matters, which are the subject of Section 2.12, employee benefit matters, which are the subject of Section 2.10, Taxes, which are the subject of Section 2.11, anti-corruption matters, which are the subject of Section 2.14 or regulatory/health law compliance matters, which are the subject of Section 2.15have a Material Adverse Effect.

Compliance with Laws; Authorizations. Except as, individually or in the aggregate, has not had(a) Seller is, and would not reasonably be expected to have, a Company Material Adverse Effect, has been at all times during the Company and its Subsidiaries are, and since January 1, 2016 have beenpast three years, in compliance in all material respects with all applicable Laws applicable and all material Governmental Authorizations; and Seller has no basis to the Company or its Subsidiaries or by which they or their respective businessesexpect, assets or properties is bound. Since January 1, 2016 through the date hereof, the Company and has not received during the last three years, any written notice notice, order, or written notification issued by a other communication from any Governmental Authority stating that the Company Body or any other Person of its Subsidiaries is not in material compliance any alleged, actual, or potential violation of or failure to comply with any LawLaw in any material respect. The Company and Section 3.6 of the Disclosure Statement identifies each material Governmental Authorization required for the operation of its Subsidiaries (a) have all approvals, authorizations, certificates, registrations, licenses, exemptions, variances, clearances, commissions, permits, consents, permissions, qualifications, orders and other rights from, and have made all declarations, notices, and filings with, all applicable Governmental Authorities (collectively, “Authorizations”) necessary for them to lawfully own, lease and operate their respective properties and assets and conduct their respective businesses the Business as presently currently conducted, and all as conducted during the last three years, to own, lease, and use the Purchased Assets in the manner in which they are currently owned, leased, and used. All such Governmental Authorizations have been obtained by Seller and are in full force and effecteffect without any default or violation thereunder in any material respect by Seller or, to the Knowledge of Seller, by any other party thereto, and Seller has not received any notice of any claim or charge that Seller is or within the last three years has been in violation of or in default under any such Governmental Authorization in any material respect, or of any actual, proposed, or potential revocation, suspension, termination of, or modification to any such Governmental Authorization that has not been fully resolved. No Proceeding is pending or, to the Knowledge of Seller, threatened by any Person to revoke or deny the renewal of any material Governmental Authorization of Seller related to the operation of the Business. Seller has not been notified that any such Governmental Authorization may not in the Ordinary Course of Business be renewed upon its expiration or that by virtue of the Contemplated Transactions any such Governmental Authorization may not be granted or renewed. All applications identified on Section 3.6 of the Disclosure Statement required to have been filed for the renewal of the material Governmental Authorizations have been duly filed by Seller on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. (b) are not subject Neither Seller, any Stockholder, any officer, director, employee, or agent of Seller, or to the Knowledge of Seller, any other Person acting on Seller’s behalf, has directly or indirectly (i) made any (A) illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other illegal payment to any Action that could result Person, private or public, regardless of form, whether in money, property, or services (1) to obtain favorable treatment in securing or maintaining business; (2) to obtain any modification, termination Governmental Authorization; or revocation (3) to obtain or maintain any other special concessions or treatment for or in respect of Seller in violation of any Authorization and, to the Company’s Knowledge, no suspension or cancellation of any such Authorizations is threatened and (c) are in compliance with the terms and requirements of all Authorizations, except for such Authorizations the absence or the failure of which to be in full force and effect, the modification, termination or revocation of, suspension or cancellation ofLaw, or non-compliance with(B) made any contribution, has gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person, private or public, regardless of form, whether in money, property, or services that, if not hadcontinued, and would not reasonably be expected to have, individually adversely affect Seller or the Business in any material respect; or (ii) established or maintained any fund or asset that has not been recorded in the aggregate, a Company Material Adverse Effect. This Section 2.13 does not relate to environmental matters, which are the subject books and records of Section 2.12, employee benefit matters, which are the subject of Section 2.10, Taxes, which are the subject of Section 2.11, anti-corruption matters, which are the subject of Section 2.14 or regulatory/health law compliance matters, which are the subject of Section 2.15Seller.

Compliance with Laws; Authorizations. Except asNeither the Borrower nor any of its Subsidiaries (a) is, or has ever been, in violation of Applicable Laws, rules, regulations, executive orders, or codes that, individually or in the aggregate, has not had, and would not could reasonably be expected to have, result in a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January 1, 2016 have been, in compliance in all material respects with all Laws applicable to the Company or its Subsidiaries or by which they or their respective businesses, assets or properties is bound. Since January 1, 2016 through the date hereof, the Company has not received any written notice or written notification issued by a Governmental Authority stating that the Company or any of its Subsidiaries is not in material compliance with any Law. The Company and each of its Subsidiaries (a) have all approvals, authorizations, certificates, registrations, licenses, exemptions, variances, clearances, commissions, permits, consents, permissions, qualifications, orders and other rights from, and have made all declarations, notices, and filings with, all applicable Governmental Authorities (collectively, “Authorizations”) necessary for them to lawfully own, lease and operate their respective properties and assets and conduct their respective businesses as presently conducted, and all such Authorizations are in full force and effect, (b) are not is subject to or in default with respect to any Action that could result in any modificationfinal judgments, termination writs, injunctions, decrees, rules or revocation regulations of any Authorization andcourt or any federal, to the Company’s Knowledgestate, no suspension municipal or cancellation of any such Authorizations is threatened and (c) are in compliance with the terms and requirements of all Authorizationsother governmental department, except for such Authorizations the absence commission, board, bureau, agency or the failure of which to be in full force and effectinstrumentality, the modificationdomestic or foreign, termination or revocation of, suspension or cancellation of, or non-compliance with, has not had, and would not reasonably be expected to havethat, individually or in the aggregate, could reasonably be expected to result in a Company Material Adverse Effect. This Section 2.13 does not relate , (c) has received any warning letter or other correspondence or notice from the any Governmental Authority alleging or asserting noncompliance with any Applicable Laws or any Authorizations that could reasonably be expected to environmental mattersresult in a Material Adverse Effect; (d) has failed to comply with the Authorizations, which are valid and in full force and effect, except as could not reasonably be expected to result in a Material Adverse Effect; (e) has received written notice that any Governmental Authority has taken, is taking or intends to take action to suspend, cancel, withdraw or revoke any Authorization and has no knowledge that any Governmental Authority is considering such action, in each case, except as could not reasonably be expected to result in a Material Adverse Effect; (f) has failed to file, obtain, maintain or submit all reports, documents, forms, notices, applications, records, claims, submissions, permits, renewals, and supplements or amendments as required by any Applicable Laws or Authorizations, except, in each case, as could not reasonably be expected to result in a Material Adverse Effect; or (g) has received any notice, and are aware, of any violation of applicable antitrust laws, employment or landlord-tenant laws of any federal, state or local government or quasi-governmental body, agency, board or other authority with respect to the subject of Section 2.12, employee benefit matters, which are the subject of Section 2.10, Taxes, which are the subject of Section 2.11, anti-corruption matters, which are the subject of Section 2.14 or regulatory/health law compliance matters, which are the subject of Section 2.15Borrower that could reasonably be expected to result in a Material Adverse Effect.

Compliance with Laws; Authorizations. Except as, individually or in the aggregate, has not had(a) Seller is, and would not reasonably be expected to have, a Company Material Adverse Effect, has been at all times during the Company and its Subsidiaries are, and since January 1, 2016 have beenpast three years, in compliance in all material respects with all applicable Laws applicable and all Governmental Authorizations; and Seller has no basis to the Company or its Subsidiaries or by which they or their respective businessesexpect, assets or properties is bound. Since January 1, 2016 through the date hereof, the Company and has not received during the last three years, any written notice notice, order, or written notification issued by a other communication from any Governmental Authority stating that the Company Body or any other Person of its Subsidiaries is not in material compliance any alleged, actual, or potential violation of or failure to comply with any LawLaw in any material respect. The Company and Section 3.6 of the Disclosure Statement identifies each material Governmental Authorization required for the operation of its Subsidiaries (a) have all approvals, authorizations, certificates, registrations, licenses, exemptions, variances, clearances, commissions, permits, consents, permissions, qualifications, orders and other rights from, and have made all declarations, notices, and filings with, all applicable Governmental Authorities (collectively, “Authorizations”) necessary for them to lawfully own, lease and operate their respective properties and assets and conduct their respective businesses the Business as presently currently conducted, and all as conducted during the last three years, to own, lease, and use the Purchased Assets in the manner in which they are currently owned, leased, and used. All such Governmental Authorizations have been obtained by Seller and are in full force and effecteffect without any default or violation thereunder by Seller or, to the Knowledge of Seller, by any other party thereto, and Seller has not received any notice of any claim or charge that Seller is or within the last three years has been in violation of or in default under any such Governmental Authorization, or of any actual, proposed, or potential revocation, suspension, termination of, or modification to any such Governmental Authorization that has not been fully resolved. No Proceeding is pending or, to the Knowledge of Seller, threatened by any Person to revoke or deny the renewal of any Governmental Authorization of Seller related to the operation of the Business. Seller has not been notified that any such Governmental Authorization may not in the Ordinary Course of Business be renewed upon its expiration or that by virtue of the Contemplated Transactions any such Governmental Authorization may not be granted or renewed. All applications identified on Section 3.6 of the Disclosure Statement required to have been filed for the renewal of the Governmental Authorizations have been duly filed by Seller on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. (b) are not subject Neither Seller, any Stockholder, any officer, director, employee, or agent of Seller, or to the Knowledge of Seller, any other Person acting on Seller’s behalf, has directly or indirectly (i) made any (A) illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other illegal payment to any Action that could result Person, private or public, regardless of form, whether in money, property, or services (1) to obtain favorable treatment in securing or maintaining business; (2) to obtain any modification, termination Governmental Authorization; or revocation (3) to obtain or maintain any other special concessions or treatment for or in respect of Seller in violation of any Authorization and, to the Company’s Knowledge, no suspension or cancellation of any such Authorizations is threatened and (c) are in compliance with the terms and requirements of all Authorizations, except for such Authorizations the absence or the failure of which to be in full force and effect, the modification, termination or revocation of, suspension or cancellation ofLaw, or non-compliance with(B) made any contribution, has gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person, private or public, regardless of form, whether in money, property, or services that, if not hadcontinued, and would not reasonably be expected to have, individually adversely affect Seller or the Business in any material respect; or (ii) established or maintained any fund or asset that has not been recorded in the aggregate, a Company Material Adverse Effect. This Section 2.13 does not relate to environmental matters, which are the subject books and records of Section 2.12, employee benefit matters, which are the subject of Section 2.10, Taxes, which are the subject of Section 2.11, anti-corruption matters, which are the subject of Section 2.14 or regulatory/health law compliance matters, which are the subject of Section 2.15Seller.

Compliance with Laws; Authorizations. Except as(a) The business of the Company and each of the Company Subsidiaries is being conducted in compliance with all applicable laws, including, without limitation, all gaming laws, ordinances, rules, regulations, decrees and orders of any Governmental Entity, and any other codes, laws, ordinances, rules, regulations, decrees and orders of any Governmental Entity relating to the offer and sale of the Company's and the Company Subsidiaries' products or services, the marketing of any such products or services to potential purchasers, or any joint venture with any other party relating to the foregoing, and all material notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed and were in compliance with such laws, except, in each case, for such non-compliance as would not, individually or in the aggregate, has not hadreasonably be expected to have a Company Material Adverse Effect. (b) The Company, and each of the Company Subsidiaries, has all certificates of authority, approvals, authorizations, permits and licenses, the use and exercise of which are necessary for the conduct of its business as now conducted ("Authorizations"), other than such Authorizations the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The business of the Company and each of the Company Subsidiaries has been and is being conducted in compliance with all such Authorizations, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the knowledge of the Company after due inquiry or as would not reasonably be expected likely, individually or in the aggregate, to have, result in a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January 1, 2016 have been, in compliance in all material respects with all Laws applicable to the Company or its Subsidiaries or by which they or their respective businesses, assets or properties is bound. Since January 1, 2016 through the date hereof, the Company has not received any written notice or written notification issued by a Governmental Authority stating that the Company or any of its Subsidiaries is not in material compliance with any Law. The Company and each of its Subsidiaries (a) have all approvals, authorizations, certificates, registrations, licenses, exemptions, variances, clearances, commissions, permits, consents, permissions, qualifications, orders and other rights from, and have made all declarations, notices, and filings with, all applicable Governmental Authorities (collectively, “Authorizations”) necessary for them to lawfully own, lease and operate their respective properties and assets and conduct their respective businesses as presently conducted, and all such Authorizations are in full force and effect, (b) are not subject to any Action that could result in any modification, termination and there is no proceeding or revocation of any Authorization and, to the Company’s Knowledge, no suspension investigation pending or cancellation of any such Authorizations is threatened and (c) are in compliance with the terms and requirements of all Authorizationsno communication, except for such Authorizations the absence whether written or the failure of oral, which to be in full force and effect, the modification, termination or revocation of, suspension or cancellation of, or non-compliance with, has not had, and would not reasonably be expected to havelead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such Authorization. Section 5.11(b) of the Company Disclosure Letter sets forth a list of each material Authorization. (c) Neither the Company nor any Company Subsidiary has entered into any agreements or stipulations with any Governmental Entity, and no judgments, decrees, injunctions, fines or orders of any Governmental Entity have been issued with respect to the Company and the Company Subsidiaries, which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. This Section 2.13 does not relate to environmental matters, which are the subject of Section 2.12, employee benefit matters, which are the subject of Section 2.10, Taxes, which are the subject of Section 2.11, anti-corruption matters, which are the subject of Section 2.14 or regulatory/health law compliance matters, which are the subject of Section 2.15.

Compliance with Laws; Authorizations. Except as(a) The business of the Company and each of the Company Subsidiaries is being conducted in compliance with all applicable laws, including, without limitation, all insurance codes, laws, usury, truth in lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, disclosure laws, ordinances, rules, regulations, decrees and orders of any Governmental Entity, and any other codes, laws, ordinances, rules, regulations, decrees and orders of any Governmental Entity relating to the offer and sale of the Company's and the Company Subsidiaries' products or services, the marketing of any such products or services to potential purchasers or subscribers thereto, or any joint venture with any other party relating to the foregoing, and all material notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed and were in compliance with such laws, except, in each case, for such non-compliance as would not, individually or in the aggregate, has reasonably be expected to have a Company Material Adverse Effect. The representations and warranties contained in this Section 4.13 do not hadcover any matters covered by Sections 4.18, 4.19 or 4.20. (b) The Company, and each of the Company Subsidiaries, has all certificates of authority, approvals, authorizations, permits and licenses, including, without limitation, mortgage banking licenses, the use and exercise of which are necessary for the conduct of its business as now conducted ("Authorizations"), other than such Authorizations the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The business of the Company and each of the Company Subsidiaries has been and is being conducted in compliance with all such Authorizations, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the knowledge of the Company after due inquiry or as would not reasonably be expected likely, individually or in the aggregate, to have, result in a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January 1, 2016 have been, in compliance in all material respects with all Laws applicable to the Company or its Subsidiaries or by which they or their respective businesses, assets or properties is bound. Since January 1, 2016 through the date hereof, the Company has not received any written notice or written notification issued by a Governmental Authority stating that the Company or any of its Subsidiaries is not in material compliance with any Law. The Company and each of its Subsidiaries (a) have all approvals, authorizations, certificates, registrations, licenses, exemptions, variances, clearances, commissions, permits, consents, permissions, qualifications, orders and other rights from, and have made all declarations, notices, and filings with, all applicable Governmental Authorities (collectively, “Authorizations”) necessary for them to lawfully own, lease and operate their respective properties and assets and conduct their respective businesses as presently conducted, and all such Authorizations are in full force and effect, (b) are not subject to any Action that could result in any modification, termination and there is no proceeding or revocation of any Authorization and, to the Company’s Knowledge, no suspension investigation pending or cancellation of any such Authorizations is threatened and (c) are in compliance with the terms and requirements of all Authorizationsno communication, except for such Authorizations the absence whether written or the failure of oral, which to be in full force and effect, the modification, termination or revocation of, suspension or cancellation of, or non-compliance with, has not had, and would not reasonably be expected to havelead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such Authorization. Section 4.13(b) of the Company Disclosure Letter sets forth a list of each material Authorization. (c) Except as set forth in Section 4.13(c) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has entered into any agreements or stipulations with any Governmental Entity, and no judgments, decrees, injunctions, fines or orders of any Governmental Entity have been issued with respect to the Company and the Company Subsidiaries, which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. This Section 2.13 does not relate to environmental matters, which are the subject of Section 2.12, employee benefit matters, which are the subject of Section 2.10, Taxes, which are the subject of Section 2.11, anti-corruption matters, which are the subject of Section 2.14 or regulatory/health law compliance matters, which are the subject of Section 2.15.

Compliance with Laws; Authorizations. Except as(a) The business of the Company and each of the Company Subsidiaries is being conducted in compliance with all applicable laws, including, without limitation, all insurance codes, laws, usury, truth in lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, disclosure laws, ordinances, rules, regulations, decrees and orders of any Governmental Entity, and any other codes, laws, ordinances, rules, regulations, decrees and orders of any Governmental Entity relating to the offer and sale of the Company's and the Company Subsidiaries' products or services, the marketing of any such products or services to potential purchasers or subscribers thereto, or any joint venture with any other party relating to the foregoing, and all material notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed and were in compliance with such laws, except, in each case, for such non-compliance as would not, individually or in the aggregate, has reasonably be expected to have a Company Material Adverse Effect. The representations and warranties contained in this Section 5.13 do not hadcover any matters covered by Sections 5.18, 5.19 or 5.20. (b) The Company, and each of the Company Subsidiaries, has all certificates of authority, approvals, authorizations, permits and licenses, including, without limitation, mortgage banking licenses, the use and exercise of which are necessary for the conduct of its business as now conducted ("Authorizations"), other than such Authorizations the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The business of the Company and each of the Company Subsidiaries has been and is being conducted in compliance with all such Authorizations, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the knowledge of the Company after due inquiry or as would not reasonably be expected likely, individually or in the aggregate, to have, result in a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January 1, 2016 have been, in compliance in all material respects with all Laws applicable to the Company or its Subsidiaries or by which they or their respective businesses, assets or properties is bound. Since January 1, 2016 through the date hereof, the Company has not received any written notice or written notification issued by a Governmental Authority stating that the Company or any of its Subsidiaries is not in material compliance with any Law. The Company and each of its Subsidiaries (a) have all approvals, authorizations, certificates, registrations, licenses, exemptions, variances, clearances, commissions, permits, consents, permissions, qualifications, orders and other rights from, and have made all declarations, notices, and filings with, all applicable Governmental Authorities (collectively, “Authorizations”) necessary for them to lawfully own, lease and operate their respective properties and assets and conduct their respective businesses as presently conducted, and all such Authorizations are in full force and effect, (b) are not subject to any Action that could result in any modification, termination and there is no proceeding or revocation of any Authorization and, to the Company’s Knowledge, no suspension investigation pending or cancellation of any such Authorizations is threatened and (c) are in compliance with the terms and requirements of all Authorizationsno communication, except for such Authorizations the absence whether written or the failure of oral, which to be in full force and effect, the modification, termination or revocation of, suspension or cancellation of, or non-compliance with, has not had, and would not reasonably be expected to havelead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such Authorization. Section 5.13(b) of the Company Disclosure Letter sets forth a list of each material Authorization. (c) Except as set forth in Section 5.13(c) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has entered into any agreements or stipulations with any Governmental Entity, and no judgments, decrees, injunctions, fines or orders of any Governmental Entity have been issued with respect to the Company and the Company Subsidiaries, which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. This Section 2.13 does not relate to environmental matters, which are the subject of Section 2.12, employee benefit matters, which are the subject of Section 2.10, Taxes, which are the subject of Section 2.11, anti-corruption matters, which are the subject of Section 2.14 or regulatory/health law compliance matters, which are the subject of Section 2.15.