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) 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 effect, (b) are not subject to effect without any Action that could result default or violation thereunder in any modification, termination or revocation of any Authorization andmaterial respect by Seller or, to the Company’s KnowledgeKnowledge of Seller, no suspension or cancellation 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 Authorizations is threatened and (c) are Governmental Authorization in compliance with the terms and requirements any material respect, or of all Authorizationsany actual, except for such Authorizations the absence proposed, or the failure of which to be in full force and effectpotential revocation, the modificationsuspension, termination or revocation of, suspension or cancellation of, or non-compliance with, modification to any such Governmental Authorization that has not hadbeen 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 would not reasonably be expected all other filings required to have, individually or in have been made with respect to such Governmental Authorizations have been duly made on a timely basis with 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 2.15appropriate Governmental Bodies.

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 effect, (b) are not subject to effect without any Action that could result in any modification, termination default or revocation of any Authorization andviolation thereunder by Seller or, to the Company’s KnowledgeKnowledge of Seller, no suspension or cancellation 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 Authorizations is threatened and (c) are in compliance with the terms and requirements Governmental Authorization, or of all Authorizationsany actual, except for such Authorizations the absence proposed, or the failure of which to be in full force and effectpotential revocation, the modificationsuspension, termination or revocation of, suspension or cancellation of, or non-compliance with, modification to any such Governmental Authorization that has not hadbeen 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 would not reasonably be expected all other filings required to have, individually or in have been made with respect to such Governmental Authorizations have been duly made on a timely basis with 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 2.15appropriate Governmental Bodies.