Compliance with Laws; Certain Licenses. (a) Except with respect to Environmental matters, Tax matters, employee benefits and labor matters (which are addressed in Section 4.14, Section 4.15, Section 4.16 and Section 4.17, respectively), the Spinco Entities are in compliance, in all material respects, with all Laws and Orders of any Governmental Authority applicable to any of them or their respective operations, except to the extent that such noncompliance would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect.
Compliance with Laws; Certain Licenses. (a) Except with respect to Environmental matters, Tax matters, employee benefits and labor matters (which are addressed in Section 5.12, Section 5.13, Section 5.14 and Section 5.15, respectively), Company and its Subsidiaries are in compliance, in all material respects, with all Laws and Orders of any Governmental Authority applicable to any of them or their respective operations, except to the extent that such noncompliance would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Compliance with Laws; Certain Licenses. (a) Parent and its Subsidiaries are, and have been since January 1, 2015, in compliance with all Laws and Orders of any Governmental Authority applicable to any of them or their respective operations, except to the extent that such noncompliance would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions.
Compliance with Laws; Certain Licenses. (a) Except with respect to environmental matters, Tax matters, employee benefits matters, labor and employment matters and Intellectual Property matters (which are addressed in Section 5.12, Section 5.13, Section 5.14, Section 5.15 and Section 5.16, respectively), the Spinco Entities are, or on the Distribution Date will be, and have been since January 1, 2011, in compliance, in all material respects, with all Laws and Orders of any Governmental Authority applicable to any of them or their respective operations, except to the extent that such noncompliance has not had or would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.
Compliance with Laws; Certain Licenses. (a) Except with respect to environmental matters, Tax matters, employee benefits matters, labor and employment matters and Intellectual Property matters (which are addressed in Section 6.12, Section 6.13, Section 6.14, Section 6.15 and Section 6.16, respectively), UWWH and its Subsidiaries are, and have been since January 1, 2011, in compliance, in all material respects, with all Laws and Orders of any Governmental Authority applicable to any of them or their respective operations, except to the extent that such noncompliance has not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.
Compliance with Laws; Certain Licenses. (a) Except with respect to matters that are addressed in Section 3.11, Section 3.12, Section 3.13, Section 3.14 and Section 3.15, the Transferred Business is, and has been since January 1, 2015, in compliance with all Laws and Orders of any Governmental Authority applicable to it or its operations, except to the extent that such noncompliance has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Compliance with Laws; Certain Licenses. Section 3.11 Tax Matters
Compliance with Laws; Certain Licenses. (a) Transferor and the Applicable Subsidiaries, since January 1, 2021, have complied, and are in compliance, in all material respects with all Laws applicable to the Transferred Business or the ownership and use of the Transferred Assets, and since January 1, 2021, Transferor and the Applicable Subsidiaries have been in material compliance with all Laws and Orders of any Governmental Authority applicable to them or their operations relating to or affecting the Transferred Business or any of the Transferred Assets.
Compliance with Laws; Certain Licenses. 62 Section 4.9 Board Approval; No Vote Required 62 Section 4.10 Brokers or Finders; Transaction Bonuses 62 Section 4.11 Tax Matters 63 Section 4.12 Certain Payments 63 Section 4.13 Financing Matters 64 ARTICLE V COVENANTS Section 5.1 Conduct of the Transferred Business Pending the Closing 65 Section 5.2 Conduct of Parent’s Business Pending the Closing 69 Section 5.3 Cooperation and Efforts 69 Section 5.4 Competition Approvals 70 Section 5.5 Access 71 Section 5.6 Exclusivity 72 Section 5.7 Real Property Matters 72 Section 5.8 Public Announcements 73 Section 5.9 Defense of Litigation 73 Section 5.10 Notification of Certain Events 74 Section 5.11 Control of Other Party’s Business 74 Section 5.12 Post-Closing Access; Preservation of Records 74 Section 5.13 Financial Statements 75 Section 5.14 Employment Terms for Business Employees 76 Section 5.15 Assignment of Employee Restrictive Covenant Agreements 83 Section 5.16 Guarantee Obligations and Liens 83 Section 5.17 Insurance 85 Section 5.18 Further Assurances 85 Section 5.19 No Use of Certain Retained Names 86 Section 5.20 Tax Matters 87 Section 5.21 Cooperation with Financing Transactions 89 Section 5.22 GPI Credit Agreement 91 Section 5.23 Assumed Financing 93 Section 5.24 Contributed Entity 94 Section 5.25 Transition Services Agreement 94 Section 5.26 Licensed Patents 94 Section 5.27 Transferred Intellectual Property License Agrement 94 ARTICLE VI ACCESS TO INFORMATION Section 6.1 Provision of Information 95 Section 6.2 Privileged Information 96 Section 6.3 Retention of Information 97 Section 6.4 Confidentiality 97 Section 6.5 Cooperation with Respect to Government Reports and Filings 99
