Common use of Compliance with Laws; Governmental Authorizations Clause in Contracts

Compliance with Laws; Governmental Authorizations. 1.23.1 The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Compliance with Laws; Governmental Authorizations. 1.23.1 (a) The Company isSeller and each Affiliate of the Seller that owns Transferred Assets have complied, and has at all times beenare complying, in compliance materially all material respects, with all Legal Requirements applicable Laws, except where non-compliance could not reasonably be expected to result in Material Adverse Effectthe conduct and operation of the Business and the ownership and use of the Transferred Assets. The Company No Proceeding has not been commenced against the Seller or Affiliate of the Seller that owns Transferred Assets with respect to any alleged violation of any Legal Requirement and none of them has received any written notice alleging any such violation, nor, to the Knowledge of Seller, is there any inquiry, investigation or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure proceedings relating to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on alleged violations of respective Legal Requirements with respect to the part conduct and operation of the Company to undertake, or to bear all or any portion Business and the ownership and use of the cost ofTransferred Assets. (b) All material Government Authorizations currently required for Seller and its Affiliates to conduct the Business as currently conducted or for the ownership, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct use and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance operation of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may Transferred Assets have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated been obtained by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate Seller and its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company Affiliates and are valid and in full force and effect, . All fees and collectively constitute all charges with respect to such Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (iidate hereof have been paid in full. Part 2.8(b) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by Letter lists all material Governmental Authorizations currently issued to the Company immediately after Seller or an Affiliate of the Closing. In respect of approvals, licenses or permits requisite Seller which are currently required for the conduct of any part the Business as currently conducted or the ownership and use of the business Transferred Assets, including the names of such Governmental Authorizations and their respective dates of issuance and expiration. To the Knowledge of the Company which are subject to periodic renewalSeller, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurredoccurred that, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) , would reasonably (A) constitute or be expected to result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination lapse or modification limitation of any Governmental Government Authorization set forth or required to be set forth on Section 1.23.2 in Part 2.8(b) of the Disclosure Schedule; (iii) Letter. To the Company has not receivedKnowledge of the Seller, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications Authorizations currently required to have been filed for operate the renewal of Business are or will be terminated or otherwise affected by the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis transactions contemplated under or in connection with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Bodythis Agreement.

Compliance with Laws; Governmental Authorizations. 1.23.1 (a) The Company isand each of its Subsidiaries is and, and for the three years immediately preceding the Agreement Date, has at all times been, in compliance materially with all or not in violation of, the Laws applicable Lawsto each of the Company and its Subsidiaries, including Anti-Corruption Laws and Sanctions, in each case except where non-compliance could not to the extent that the failure to comply therewith would not, individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect. Within the three-year period immediately preceding the Agreement Date, neither the Company nor any of its Subsidiaries has received any written notices of violation or non-compliance with respect to any Laws (including Anti-Corruption Laws and Sanctions) applicable to it or any Company Assets, in each case other than as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries nor any of their respective directors or officers nor, to the knowledge of the Company, any employees, agents, representatives, consultants, partners, licensors and subcontractors or any other Person acting on their behalf, has, directly or indirectly, (i) made, promised, offered or authorized (A) any unlawful payment or the unlawful transfer of anything of value, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate or (B) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment or (ii) violated any Anti-Corruption Law applicable to the Company or any of its Subsidiaries. The Company and its Subsidiaries have instituted policies and procedures that are designed to reasonably ensure compliance with Anti-Corruption Laws. (c) The Company and each of its Subsidiaries have all Governmental Authorizations necessary to conduct their respective businesses as presently conducted or to own, lease and operate its Company Assets, except where the failure to have any such Governmental Authorizations would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Within the three-year period immediately preceding the Agreement Date, the Company has not received any written notice or other communication from any Governmental Body or any other Person Authority regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible material violation of any Governmental Authorization, or any failure to comply in any respect with any term or requirement of any Governmental Authorization; Authorization or (Bii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization, in each case other than as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance and its Subsidiaries comply with all of the terms and requirements of each all Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurredAuthorizations, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination cancellation or adverse modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required is pending or, to be set forth on Section 1.23.2 the knowledge of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental BodiesCompany, threatened, and neither the Company nor any of its Subsidiaries has received any written notice in the three year period prior to the Agreement Date from any Governmental Authority threatening to revoke, withdraw, suspend, cancel or modify any Governmental Authorization, except, in each other notice case, as would not, individually or filing required in the aggregate, reasonably be expected to have been given a Company Material Adverse Effect. Each Governmental Authorization is in full force and effect, except as would not, individually or made in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) The Company and each of its Subsidiaries and their respective directors and officers and, to the knowledge of the Company, their respective employees, agents, representatives, consultants, partners, licensors, resellers and subcontractors and any other person acting on their behalf in their transactions conducted on behalf of the Company or any of its Subsidiaries have complied with respect all applicable Sanctions and Laws relating to export and reexport control, including, as applicable, the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations maintained by the U.S. Department of State (the “State Department”), and any other applicable Sanctions. The Company represents that neither it or its Subsidiaries nor their respective directors or officers nor, to the knowledge of the Company, their respective employees, agents, representatives, consultants, partners, licensors, resellers and subcontractors nor any other person acting on their behalf in their transactions conducted on behalf of the Company or any of its Subsidiaries (i) has, directly or indirectly, sold, exported, reexported, transferred, diverted, or otherwise disposed of any products, software, or technology (including products derived from or based on such technology) to any Sanctioned Country or Sanctioned Person or any other destination, entity, or person prohibited by applicable Sanctions and Laws of the United States, without obtaining any authorization from the competent Governmental Authorizations Authorities that is required by applicable Law, or otherwise transacted any business with any Sanctioned Person in violation of Sanctions, (ii) has taken any action that would cause the Company or any of its Subsidiaries to violate any Sanctions or (iii) is or in the past five years has been duly given designated as a Sanctioned Person. To the knowledge of the Company, none of the Company nor any Subsidiary is the subject of any allegation, voluntary disclosure, investigation, prosecution or made on a timely basis with the appropriate Governmental Bodyother enforcement action related to any Anti-Corruption Laws or Sanctions.

Compliance with Laws; Governmental Authorizations. 1.23.1 (a) The Company is, and has at all times been, in material compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in Material Adverse Effect. The Company has not never received any written notice or or, to the Knowledge of the Company, other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible actual or potential alleged material violation of, or failure to materially comply with, any Law; , or (ii) any actual, alleged, possible actual or potential alleged obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Nothing in this Section 2.17(a) relates to privacy, data protection, or data security with respect to Personal Information, which are addressed exclusively in Section 2.26. (b) Section 2.17(b) of the Disclosure Schedule sets forth each Governmental Authorization held by the Company, and the Company has provided to the Buyer a Parent true, correct and complete copy copies of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no all such Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure ScheduleAuthorizations. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; conducted, and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any written notice or or, to the Knowledge of the Company, other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual or possible revocation, withdrawal, suspension, cancellation, or termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (c) (i) The Company has is, and at all times has been, in full material compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.17(c) of the Disclosure Schedule; (ii) to the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, that might would reasonably be expected to (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a material violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.17(c) of the Disclosure Schedule; , or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.17(c) of the Disclosure Schedule; (iii) the Company has not never received, and and, to the Knowledge of the Company, no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible actual or potential alleged violation of or failure to materially comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible actual or potential proposed revocation, withdrawal, suspension, cancellation, cancellation or termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 2.17(c) of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Compliance with Laws; Governmental Authorizations. 1.23.1 The Company is(A) Without limiting the scope of any other representation in this Agreement, and has at all times beensince January 1, 2002, Accord and Xxxx Xxxxxx have been in compliance materially in all material respects with all each law that is or was applicable Laws, except where non-compliance could not reasonably be expected to result in Material Adverse Effectthem or to the conduct of the business. The Company No event has not received any occurred or circumstance exists that (with or without notice or other communication from lapse of time) may cause Accord or Xxxx Xxxxxx to contravene any Governmental Body law or may give rise to any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company any of them to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response remedial action of any nature under nature. Neither Accord nor Xxxx Xxxxxx has received at any applicable Law. The Company has provided time since January 1, 2002 any notice or other communication (whether oral or written) from any governmental body or any other person regarding any actual, alleged or potential contravention of any law or any actual, alleged or potential obligation on the part of Accord or Xxxx Xxxxxx to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (B) Each of Accord and Xxxx Xxxxxx possess such certificates, approvals, licenses, authorities or permits issued by the appropriate local, state or federal agencies or bodies necessary to conduct the business to be conducted by it, and, to the Buyer a trueknowledge of Seller, correct each of Accord and complete copy Xxxx Xxxxxx has not received any written notice of each report, study, survey or other document to which the Company has access that addresses or otherwise relates proceedings relating to the compliance revocation or modification of any such certificate, approval, license, authority or permit which, singly or in the Company withaggregate, if the subject of an unfavorable decision, ruling, or finding, would materially and adversely affect the condition, financial or otherwise, or the applicability to earnings, business affairs or business prospects of the Company ofHotel, any LawsRestaurant or Property. To the knowledge of Seller, neither Accord nor Xxxx Xxxxxx has received any written or other notice of any violation of any applicable zoning, building or safety code, rule, regulation or ordinance, or of any employment, environmental, wetlands or other regulatory law, order, regulation or other requirement, including without limitation the VendorAmericas With Disabilities Act (“ADA”) or any restrictive covenants or other easements, no Governmental Body encumbrances or agreements, relating to the Hotel, Restaurant or Property, which remains incurred. The Hotel, Restaurant or Property has proposed or been constructed and is considering any Law thatoperated in accordance with all applicable laws, if adopted or otherwise put into effectordinances, (A) may rules and regulations. All approvals regarding zoning, land use, subdivision, environmental and building and construction laws, ordinances, rules and regulations have an adverse effect on been obtained, and such approvals will not be invalidated by the business, condition, assets, liabilities, operations, financial performance, net income or prospects consummation of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement; provided, however, the Hotel, Restaurant or Property (including all improvements) is substantially in compliance with the ADA. 1.23.2 (C) The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been governmental authorizations listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and Schedule 2.2(r) collectively constitute all Governmental Authorizations of the governmental authorizations necessary (i) to enable the Company permit Accord and Xxxx Xxxxxx to conduct its their respective business lawfully in the manner in which they currently conduct such business and to permit Accord and Xxxx Xxxxxx to own and use the assets of the business in the manner in which its business is they currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Bodysame. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Compliance with Laws; Governmental Authorizations. 1.23.1 The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. 1.23.3 (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Compliance with Laws; Governmental Authorizations. 1.23.1 The Company is(a) Except as would not, and has at all times beenindividually or in the aggregate, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected likely to result in have a Company Material Adverse Effect. The Company , none of the Acquired Companies (i) is in violation of any applicable Law nor (ii) has not received received, at any time since December 31, 2009, any written notice or other communication from any Governmental Body Authority regarding any actual or any other Person regarding (i) any actual, alleged, possible or potential material alleged violation of, or failure on the part of such Acquired Company to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The . (b) Except as would not, individually or in the aggregate, reasonably be likely to have a Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effectMaterial Adverse Effect, (Ai) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the each Acquired Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid holds and maintains in full force and effect, and collectively constitute effect all material Governmental Authorizations necessary (i) to enable the Company required to conduct its business in the manner and in which its business all such jurisdictions as it is currently being conducted and as contemplated to be conducted by conducted, including the Company as insurance licenses from all insurance Governmental Authorities, which are set forth in Section 3.12 of the Closing Date; Seller Disclosure Schedule and (ii) to permit the each Acquired Company to own and use its assets is in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements all such Governmental Authorizations. None of the Governmental Authorizations held by the Company. The Company Acquired Companies has not received received, at any time since December 31, 2008, any written notice or other communication from any Governmental Body Authority regarding (A) any actual or possible alleged violation of of, or failure on the part of such Acquired Company to comply with with, any term or requirement of any such material Governmental Authorization; or Authorization that has not been remedied. (Bc) any actual or possible revocationThe Acquired Companies have filed all material reports, withdrawalstatements, suspensiondocuments, cancellationregistrations, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or filings and submissions required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of filed with any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurredAuthority, and no condition or circumstance existsall such reports, that might (statements, documents, registrations, filings and submissions complied in all material respects with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly applicable Law in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, effect when filed and no employee has ever receivedmaterial deficiencies have been asserted by, nor any material penalties imposed by, any notice or other communication from any such Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made Authorities with respect to such Governmental Authorizations has been duly given reports, statements, documents, registrations, filings or made on a timely basis with the appropriate Governmental Bodysubmissions.

Compliance with Laws; Governmental Authorizations. 1.23.1 The (a) Except as set forth on Schedule 3.11(a)(i), each Company is, during the last five (5) years has been and has at all times been, currently is in compliance materially in all material respects with all applicable Laws, except where nonOrders or Permits applicable to its assets, properties, businesses and operations, including, without limitation, any laws with respect to the corporate practice of physical therapy, occupational therapy and/or speech-compliance could language pathology. No investigation or review by any Governmental Authority with respect to such Company is pending or, to the Knowledge of each Company, threatened, nor has any Governmental Authority notified such Company in writing of its intention to conduct the same. Except as set forth on Schedule 3.11(a)(ii) or would not reasonably be expected to result in Material Adverse Effect. The have a material impact on the Companies, each Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential all material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on Permits necessary for its operations and the part conduct of the Company to undertakeBusiness, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company such material Permits are valid and in full force and effect, such Company has not received written notice of any violations in respect of any thereof, no Proceeding is pending or, to the Knowledge of the Companies, threatened to revoke or limit any thereof. Schedule 3.11(a)(iii) contains a correct and collectively constitute complete list of all Governmental Authorizations necessary material Permits under which a Company is operating or by which it or any of its respective assets or properties is bound, and the Companies have furnished or caused to be furnished to the Buyer correct and complete copies thereof. (b) Except as set forth on Schedule 3.11(b), during the last five (5) years, each Company and, with respect to their activities as an officer, director or employee of either Company, each of their respective officers, directors, and, to the Knowledge of each Company, each of their employees, is in compliance in all material respects with, and each Company has currently and has had compliance programs including policies and procedures reasonably designed to cause such Company and its directors, officers, agents and employees to be in compliance with (i) the Federal Health Care Program Xxxx-Xxxxxxxx Xxxxxxx, 00 X.X.X. § 0000x-0x(x), and any applicable state anti-kickback law, (ii) the Federal False Claims Act, 31 U.S.C. § 3729, and any applicable state false claim or fraud law, (iii) the Federal civil monetary penalty statute, 42 U.S.C. § 1320a-7a(a)(5), (iv) the Federal Physician Self-Referral Law, 42 U.S.C. §§ 1395nn et seq., and any applicable state physician self-referral law, (v) any applicable state law restricting physical therapists, occupational therapists or speech-language pathologists (the “Therapists”) from sharing fees with non-professionals or being employed by an entity that is not owned by licensed Therapists, and (vi) any other Law that affects reimbursement or right to enable payment from, or participation in state or Federal Health Care Programs. Arrangements between SMRS and Xxxxxxx Core PT, OT and Speech Therapy at New York, LLC are in compliance in all material respects with all applicable Laws. (c) Each Company (i) is in good standing in all material respects under all federal health care programs (as such term is defined in 42 U.S.C. § 1320a-7b(f)) (“Federal Health Care Programs”), including the Medicare and Medicaid programs, and with the health maintenance organizations, preferred provider organizations, health benefit plans, health insurance plans and other third-party reimbursement and payment programs in which such Company is a participating provider (collectively with the Federal Health Care Programs, the (“Payment Programs”), with no pending or, to conduct its business the Knowledge of such Company, threatened terminations, cancellations, amendments, changes or modifications to the participation by such Company and (ii) is in compliance in all material respects with all applicable provider participation requirements of the Payment Programs. Neither Company has failed to file any material statement, report, information or form required by any Federal Health Care Programs, and all such filings or submissions were in compliance in all material respects with applicable Laws or other legal requirements when filed and no deficiencies have been asserted with respect to any such filings or submissions. (d) Neither Company and none of their respective officers, directors, or, to the Knowledge of each Company, employees or independent contractors providing items or services payable, directly or indirectly, by any Federal Health Care Program on behalf of such Company is currently or, during any period when such Person was providing service on behalf of the Companies, was (i) excluded, debarred, suspended, or disqualified from participation in any Federal Health Care Program, or knows of any circumstance which, with the passage of time or otherwise, is likely to result in either Company being excluded, debarred, suspended, or disqualified from participation in any Federal Health Care Program, (ii) subject to an actual, pending or to the Knowledge of either Company, threatened Proceeding or a final adverse action, as that term is defined in 42 U.S.C. § 1320a-7e(g), based on acts or omissions for or on behalf of such Company or has received any information or notice, or become aware, by any means or methods, that he, she or it is the subject of or target of any such Proceeding, (iii) convicted of any crime relating to the delivery of any item or service under any Federal Health Care Program or the provision of health care services based on acts or omissions for or on behalf of such Company, or (iv) party to any Corporate Integrity Agreement, Deferred Prosecution Agreement, monitoring agreement, consent decree, settlement orders or similar agreements with or imposed by any Governmental Authority based on acts or omissions for or on behalf of such Company. Each Company regularly conducts checks of all employees and, from time to time, conducts checks of all contractors, agents and representatives providing health care services reimbursed by a Federal Health Care Program for or on behalf of such Company on the Department of Health and Human Services Office of Inspector General List of Excluded Individuals/Entities and the General Services Administration System for Award Management. (e) For the previous five (5) years, neither Company has received any written notice either denying payment or seeking, threatening, requesting or claiming recoupment under any Payment Program with respect to items or services provided by such Company, other than (a) for claims rejected or payments recouped in the manner ordinary course of business and (b) those which have been finally resolved in which its business any settlement for an amount less than $10,000. For the previous five (5) years, except for routine audit/claim adjustments, all billing by, or on behalf of, a Company under any Payment Program, including to worker’s compensation and private insurance companies, has been in compliance in all material respects with applicable Payment Programs requirements. Each Company: (1) has no material reimbursement dispute with any Payment Programs; and (2) has not knowingly retained any overpayment or failed to refund any amount due any Payment Program payor in violation of applicable Law. Neither Company is currently being conducted subject to (i) a “focused review” or “probe review” of claims, payments or practices by Medicare, or any applicable carrier, fiscal intermediary or delegated agent of CMS, (ii) a settlement agreement, “Corporate Integrity Agreement,” “Certification of Compliance Agreement,” “Deferred Prosecution Agreement” or similar government-mandated compliance program or compliance reporting, (iii) to the Knowledge of such Company, a decertification action or assertion, or (iv) written demand for repayment or overpayment or offset by Medicare or Medicaid. (f) All employees, agents, independent contractors and representatives of each Company who provide services at or for the benefit of any assisted living, independent living, skilled nursing or other health care facility (“Facility Staff”) (i) are duly licensed, permitted, credentialed, certified and registered, as contemplated applicable, in accordance in all material respects with all applicable laws to be conducted by the Company as of the Closing Dateextent necessary to perform their respective services and essential job functions, including any provider numbers necessary for Federal Health Care Programs; and (ii) to permit the Company to own have undergone and use its assets in the manner in which it is currently owned successfully passed drug testing, background and used. The Company is, criminal record checks and at periodic (no less than annual) health screens and all times since its incorporation has been, in material compliance with the terms and other applicable requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; Authority applicable to individuals with direct access to patients, except where the failure to pass such tests, checks or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will screens would not be timely granted by material to the relevant Governmental BodyCompanies. (ig) The Each Company has at is in compliance in all times been, in full compliance material respects with all the administrative simplification provisions of the terms Health Insurance Portability and requirements Accountability Act of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 1996 and regulations adopted pursuant thereto and the privacy and security provisions of the Disclosure Schedule; Health Information Technology for Economic and Clinical Health Act of 2009 and regulations adopted pursuant thereto, including 45 C.F.R. Parts 160, 162 and 164, as such statutes and regulations may be amended from time to time (iicollectively, “HIPAA”) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse all applicable state Laws related to privacy and security of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Bodyhealth information.

Compliance with Laws; Governmental Authorizations. 1.23.1 (a) The Seller, the Affiliates of the Seller and the Company ishave complied, and has at all times beenare complying, in compliance materially all material respects, with all Legal Requirements applicable Lawsto the conduct and operation of the Business and the ownership and use of the Transferred Assets and the Company Assets. No Proceeding has been commenced against the Seller, except where non-compliance could not reasonably be expected its Affiliates or the Company with respect to result in Material Adverse Effect. The Company any alleged violation of any Legal Requirement and none of them has not received any written notice alleging any such violation, nor, to the Knowledge of Seller, is there any inquiry, investigation or other communication from any Governmental Body or any other Person regarding proceedings relating to alleged violations of respective Legal Requirements with respect to the conduct and operation of the Business and the ownership and use of the Transferred Assets and the Company Assets. (ib) any actualAll material Government Authorizations currently required for Seller, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of its Affiliates and the Company to undertakeconduct the Business as currently conducted or for the ownership, or to bear all or any portion use and operation of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct Transferred Assets and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may Assets have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated been obtained by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate Seller and its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company Affiliates and are valid and in full force and effect, . All fees and collectively constitute all charges with respect to such Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (iidate hereof have been paid in full. Part 2.9(b) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by Letter lists all material Governmental Authorizations currently issued to the Company immediately after Company, the Closing. In respect Seller or an Affiliate of approvals, licenses or permits requisite the Seller which are currently required for the conduct of any part the Business as currently conducted or the ownership and use of the business Transferred Assets and the Company Assets, including the names of such Governmental Authorizations and their respective dates of issuance and expiration. To the Knowledge of the Company which are subject to periodic renewalSeller, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurredoccurred that, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) , would reasonably (A) constitute or be expected to result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination lapse or modification limitation of any Governmental Government Authorization set forth or required to be set forth on Section 1.23.2 in Part 2.9(b) of the Disclosure Schedule; (iii) Letter. To the Company has not receivedKnowledge of the Seller, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications Authorizations currently required to have been filed for operate the renewal of Business are or will be terminated or otherwise affected by the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis transactions contemplated under or in connection with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Bodythis Agreement.

Compliance with Laws; Governmental Authorizations. 1.23.1 The Company is(a) Except as set forth in Section 3.20(a) of the Sagicor Disclosure Schedule or where the effect of any such noncompliance would not, and has at all times beenindividually or in the aggregate, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in have a Sagicor Material Adverse Effect. The Company has not : (i) the members of the Sagicor Group are in compliance with all applicable Laws (including Environmental Law); and (ii) during the last three (3) years, no member of the Sagicor Group has, (A) received any written notice or other communication from any Governmental Body Authority regarding any actual or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law (including Environmental Law; or (ii) any actual), alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect provided any written notice to any Governmental Authority regarding any violation by Sagicor Group of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreementany Law in any material respect (including Environmental Law). 1.23.2 The Company does not require any (b) Except as set forth in Section 3.20(b) of the Sagicor Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Sagicor Material Adverse Effect: (i) the Sagicor Group holds all Governmental Authorizations to operate its business beyond what (including the Governmental Authorizations it currently holds, which have all been listed on in Section 1.23.2 3.20(b) of the Sagicor Disclosure Schedule. The Letter) necessary to enable the Sagicor Group to conduct their respective businesses in the manner in which such businesses are currently being conducted; (ii) all such Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (iiiii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company Sagicor Group is, and at all times since its incorporation has been, in material compliance in with the terms and requirements of such Governmental Authorizations. To the Knowledge of Sagicor, no Governmental Authorizations held Authority has threatened to revoke, amend or impose any condition in respect of, or commenced proceedings to revoke, amend or impose conditions in respect of, any such Governmental Authorizations. There are no outstanding Orders or material notices, deficiency letters, similar communications or requests relating to any Sagicor Insurance Entity or any Sagicor Banking Entity issued by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) Authority, which have been received by any actual Sagicor Insurance Entity or possible violation any Sagicor Banking Entity and to, the Knowledge of or failure to comply Sagicor, there are no matters under discussion with any term such Governmental Authority, which could reasonably be expected to result in such an Order. No Sagicor Insurance Entity or requirement Sagicor Banking Entity has adopted, in the last three (3) years, any policies, procedures or board resolutions at the written request of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for Authority that restricts the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. Sagicor Group (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made including with respect to its capital adequacy, credit or risk management policies or management), nor has any Sagicor Insurance Entity or any Sagicor Banking Entity been advised by any Governmental Authority that such Governmental Authorizations has been duly given Authority is contemplating making any such requests, except as would not, individually or made on in the aggregate, have a timely basis with the appropriate Governmental BodySagicor Material Adverse Effect.

Compliance with Laws; Governmental Authorizations. 1.23.1 The (a) Except where the effect of any such noncompliance would not, individually or in the aggregate, reasonably be expected to have a Company isMaterial Adverse Effect, (i) the Company and its Significant Subsidiaries are in compliance with all applicable Laws and (ii) since May 1, 2011, neither the Company nor any of its Significant Subsidiaries has: (A) received any written notice or other communication from any person regarding any actual or possible violation of, or failure to comply with, any Law; or (B) provided any written notice to any person regarding any violation by the Company or any of its Significant Subsidiaries of any Law, and has no such violation or failure to comply remains outstanding or unresolved as of the date hereof. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Significant Subsidiaries hold all Governmental Authorizations necessary to enable the Company and its Significant Subsidiaries to conduct their respective businesses in the manner in which such businesses are currently being conducted, (ii) all such Governmental Authorizations are valid and in full force and effect and (iii) the Company and its Significant Subsidiaries are, and at all times since May 1, 2011 have been, in compliance materially with all applicable Lawsthe terms and requirements of such Governmental Authorizations. Except as would not, except where non-compliance could not individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect. The , since May 1, 2011, neither the Company nor any of its Significant Subsidiaries has not received any notice or other communication from any Governmental Body or any other Person regarding person regarding: (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (Bii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition such notice in either case remains outstanding or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 unresolved as of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Bodydate hereof.

Compliance with Laws; Governmental Authorizations. 1.23.1 The Company is(a) Except as would not be reasonably expected to, and has at all times beenindividually or in the aggregate, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in have a Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid Subsidiaries hold and maintain in full force and effect, and collectively constitute effect all Governmental Authorizations (including the insurance licenses from insurance regulatory authorities set forth on Section 4.12(d) of the Company Disclosure Schedule and approvals from the RMA with respect to the Current SRA and the plan of operations required in connection therewith) necessary for the ownership and conduct of the respective businesses of the Company and its Subsidiaries in each of the jurisdictions in which the Company and its Subsidiaries conduct or operate their respective businesses substantially in the manner conducted as of the date of this Agreement. Except as set forth on Section 4.12(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries conducts any business or underwrites insurance or reinsurance in any jurisdiction outside the United States or Canada that requires any license or approval for such business to be conducted. (b) Except, in each case, as would not be reasonably expected to, individually or in the aggregate, have a Material Adverse Effect, (i) to enable each of the Company to conduct and its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company Subsidiaries is, and at all times since its incorporation December 31, 2006 has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each such Governmental Authorization set forth or required referred to be set forth on in Section 1.23.2 of the Disclosure Schedule; 4.12(a), (ii) neither the Company nor any of its Subsidiaries has received at any time since December 31, 2006 any notice or other communication (whether oral or written) from any Governmental Entity regarding (A) any actual or alleged violation of, or failure to comply with, any term or requirement of any such Governmental Authorization or (B) any actual, proposed or potential revocation, withdrawal, suspension, cancellation or termination of, or modification to any such Governmental Authorization, (iii) other than as a direct result of the announcement, execution, delivery or performance of this Agreement, no event has occurred, and no condition occurred or circumstance exists, exists that might could reasonably be expected to (with or without the giving of notice or lapse of time or both) reasonably constitute or result in, directly or indirectly, (A) constitute or result directly or indirectly in a violation by the Company or any of its Subsidiaries of, or a failure on the part of the Company or any of its Subsidiaries to comply with with, any term applicable Law or requirement any of the terms and requirements of any such Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellationcancellation or termination of, termination or any modification of to any such Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all filings required to have been made with respect to each such Governmental Authorization, including the filing of all applications required to have been filed for the renewal of the each such Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule Authorization, have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental BodyEntity. Assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Section 4.5 of the Company Disclosure Schedule or required to be made or obtained by Parent, the execution, delivery and performance by the Company of this Agreement or the consummation of the transactions contemplated hereby will not result in any revocation, cancellation, suspension or nonrenewal of any material Governmental Authorization. (c) Except, in each case, as would not be reasonably expected to, individually or in the aggregate, have a Material Adverse Effect, (i) each of the Company and its Subsidiaries is, and at all times since December 31, 2006 has been, in compliance with all applicable Laws, (ii) no event has occurred or circumstance exists that could reasonably be expected to (with or without the giving of notice or the lapse of time or both) constitute or result in, directly or indirectly, a violation by the Company or any of its Subsidiaries of, or a failure on the part of the Company or any of its Subsidiaries to comply with, all applicable Laws and (iii) neither the Company nor any of its Subsidiaries has received at any time since December 31, 2006 any notice or other communication (whether oral or written) from any Governmental Entity or any other Person regarding any actual or alleged violation of, or failure on the part of the Company or any of its Subsidiaries to comply with, all applicable Laws. (d) Section 4.12(d) of the Company Disclosure Schedule lists the jurisdictions in which each of the Insurance Companies is licensed to write insurance and the types of insurance and other products that it is licensed to write in each such jurisdiction. Other than as set forth in Section 4.12(d) of the Company Disclosure Schedule and other than in the ordinary course of regularly scheduled financial and market conduct examinations, the Insurance Companies are not the subject of any material pending or, to the Knowledge of the Company, threatened regulatory proceedings. Neither of AGIC and RHIC is a “commercially domiciled insurer” under the Laws of any jurisdiction, nor is it otherwise treated as domiciled in a jurisdiction other than Iowa and Saskatchewan, respectively. (e) None of the Company, any of its Subsidiaries, or any of their respective properties or assets is subject to any outstanding order of, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any supervisory letter from, or has adopted any resolutions at the request of, any Governmental Entity that, by its terms, restricts in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its management or its business (each, a “Regulatory Agreement”), nor has the Company or any of its Subsidiaries been advised since December 31, 2006 by any Governmental Entity that it is considering issuing or requesting any such Regulatory Agreement. (f) True and complete copies have been provided to Parent of the reports (or the most recent drafts thereof, to the extent any final reports are not available) reflecting the results of any financial examinations or market conduct examinations of the Insurance Companies conducted by any Governmental Entity since December 31, 2006. (g) All admitted assets included in the investment portfolio of each of the Insurance Companies as of the date of this Agreement comply in all material respects with the applicable provisions of Iowa Insurance Law, Canada Insurance Law and all other applicable Laws. Except as set forth in Section 4.12(g) of the Company Disclosure Schedule, as of June 30, 2010, none of the investments included in the investment portfolio of the Insurance Companies is in default in the payment of principal or interest or dividends. Neither the Company nor any Subsidiary is a party to any derivative transaction that, pursuant to its terms and without any additional investment decision on the part of the Company or any Subsidiary, could result in an additional payment by the Company or a Subsidiary. (h) All Insurance Contracts issued by the Insurance Companies are in compliance, and at their respective dates of issuance were in compliance, in all material respects with all applicable Laws and, to the extent required under applicable Law, are on forms approved where required by the applicable Governmental Entities or have been filed where required and not objected to (or such objection has been withdrawn or resolved) by such Governmental Entities within the period provided for objection. (i) All premium rates established by the Insurance Companies that are required to be filed with or approved by any Governmental Entities have been so filed or approved, and the premiums charged conform in all material respects to the premiums so filed or approved and comply (or complied at the relevant time) in all material respects with the Laws applicable thereto. (j) There are no Insurance Contracts issued or reinsured by the Insurance Companies under which the holders or owners of such Insurance Contracts have any rights with respect to dividends, surplus, profits, participation or voting rights. (k) The Company and its Subsidiaries have filed all material reports, statements, documents, registrations, filings and submissions required to be filed with any Governmental Entity, and all such reports, statements, documents, registrations, filings and submissions complied in all material respects with applicable Law in effect when filed. and no material deficiencies have been asserted by, nor any material penalties imposed by, any such Governmental Entities with respect to such reports, statements, documents, registrations, filings or submissions. (l) To the Knowledge of the Company, other than as set forth in Section 4.12(l) of the Company Disclosure Schedule, between January 1, 2009 and June 30, 2010: (i) each person performing the duties of insurance producer, agency, agent, managing general agent, wholesaler, broker or solicitor for the Company or any insurance Company (collectively, “Producers”) that placed an Insurance Contract of any Insurance Company, at the time such Producer wrote, sold, produced or managed business for such Insurance Company, was duly licensed (for the type of business written, sold, produced or managed by such Producer) in the particular jurisdiction in which such Producer wrote, sold, produced or managed such business for such Insurance Company; (ii) all compensation paid or payable to each such Producer was paid or is payable in accordance with applicable Laws and Governmental Authorizations; and (iii) no such Producer violated (or with or without notice or lapse of time or both would have violated) any term or provision of any order applicable to such Insurance Company or any aspect (including the marketing, writing, sale, production or management) of the business of such Insurance Company. (m) Since December 31, 2006, except as set forth in Section 4.12(m) of the Company Disclosure Schedule: (i) the Insurance Companies and, to the Knowledge of the Company, the Producers and representatives of the Insurance Companies have marketed, sold and issued the Insurance Contracts written by, and other products of, the Insurance Companies in compliance, in all material respects, with all applicable Laws in the respective jurisdictions in which such Insurance Contracts and other products have been marketed, sold or issued; (ii) all advertising, promotional and sales materials and other marketing practices used by the Insurance Companies or, to the Knowledge of the Company, any Producers and representatives of the Insurance Companies have complied and are currently in compliance, in each case, in all material respects, with all applicable Laws; and (iii) neither the manner in which the Insurance Companies compensate any Person involved in the sale or servicing of Insurance Contracts who is not a licensed Producer, nor, to the Knowledge of the Company, the conduct of any such Person, renders such Person a Producer subject to licensure as such under any applicable Laws, and the manner in which the Insurance Companies compensate each Person involved in the sale or servicing of Insurance Contracts on behalf of the Insurance Companies is in compliance in all material respects with all applicable Laws. (n) The Insurance Companies have in all material respects (i) timely paid all guaranty association assessments that are due, claimed or asserted by any state guaranty association or by any insurance regulatory authority to be due and (ii) provided for all such assessments in the Statutory Statements to the extent necessary to be in conformity with SAP. (o) To the Knowledge of the Company, other than as set forth in Section 4.12(o) of the Company Disclosure Schedule, (i) each claims adjuster, at the time such person adjusted claims for any Insurance Company, was duly licensed in the particular jurisdiction in which such adjuster performed such claims adjusting services and (ii) no such adjuster violated (or with or without notice or lapse of time or both would have violated) any term or provision of any order applicable to such Insurance Company or any aspect of the claims adjusting function of such Insurance Company. (p) None of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their respective directors, officers, agents, representatives or employees (in their capacity as directors, officers, agents, representatives or employees) has: (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity in respect of the Company or any of its Subsidiaries, or (b) directly or indirectly, paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent or other Person acting on behalf of or under the auspices of a governmental official or Governmental Entity in the United States or any other country, that was in any manner illegal under any Law of the United States or any other country having jurisdiction.

Compliance with Laws; Governmental Authorizations. 1.23.1 (a) The Company is, and has at all times been, is in compliance materially in all material respects with all each Law applicable Laws, except where non-compliance could not to it or to the conduct or operation of its business or the ownership or use of any of its assets. (b) No event has occurred or circumstance exists that (with or without notice or lapse of time) (i) would reasonably be expected to constitute or result in Material Adverse Effect. a violation by the Company of or a failure on the part of the Company to comply with, any Law in any material respect or (i) would reasonably be expected to give rise to any obligation on the part of the Company to undertake or to bear all or any portion of the cost of, any remedial action of any material nature. (c) The Company has not received received, at any time since January 1, 2000, any written notice or other communication from any Governmental Body Authority or any other Person regarding (i) any actual, alleged, possible or potential material violation of, of or failure to materially comply with, any Law; Law in any material respect or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, undertake or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response remedial action of any nature under any applicable Law. material nature. (d) The Company has provided to the Buyer Disclosure Letter contains a true, correct complete and complete copy accurate list of each report, study, survey or other document to which material Authorization that is held by the Company has access or that addresses or otherwise relates to the compliance business of or to any of the Company withassets owned or used by, the Company. Each Authorization listed or the applicability required to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been be listed on Section 1.23.2 of in the Disclosure Schedule. The Governmental Authorizations held by the Company are Letter is valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary . (ie) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation January 1, 2000 has been, in compliance in all material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance respects with all of the terms and requirements of each Governmental Authorization set forth identified or required to be set forth on Section 1.23.2 of identified in the Disclosure Schedule; Letter. (iif) no No event has occurred, and no condition occurred or circumstance exists, exists that might would reasonably be expected to (with or without notice or lapse of time or bothtime) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any material term or requirement of any Governmental Authorization set forth listed or required to be set forth on Section 1.23.2 of listed in the Disclosure Schedule; Letter or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellationcancellation or termination of or any modification to, termination or modification of any Governmental Authorization set forth listed or required to be set forth on Section 1.23.2 of listed in the Disclosure Schedule; Letter. (iiig) the The Company has not received, and no employee has ever receivedat any time since January 1, 2000, any written notice or other communication from any Governmental Body Authority or any other Person regarding (xA) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; material Authorization or (yB) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification of to any Governmental material Authorization; and . (ivh) all All applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be set forth on Section 1.23.2 of listed in the Disclosure Schedule Letter have been duly filed on a timely basis with the appropriate Governmental BodiesAuthorities, and each all other notice or filing filings required to have been given or made with respect to such Governmental Authorizations has have been duly given or made on a timely basis with the appropriate Governmental BodyAuthorities. The Authorizations listed in the Disclosure Letter collectively constitute all of the Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner they currently conduct and operate such businesses and to permit the Company to own and use their assets in the manner in which they currently own and use such assets.

Compliance with Laws; Governmental Authorizations. 1.23.1 (a) The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in a Company Material Adverse Effect. The Company has not never received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; , or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer Purchaser a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge Knowledge of the VendorCompany, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreementthe Stockholder Related Agreements; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on (b) Section 1.23.2 2.18(b) of the Disclosure ScheduleSchedule sets forth each Governmental Authorization held by the Company, and the Company has provided to the Purchaser true, correct and complete copies of all such Governmental Authorizations. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and by the Purchaser after the Closing, and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (c) (i) The Company has and its employees are, and have at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule; (ii) to the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule; , or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule; (iii) the Company has not never received, and and, to the Knowledge of the Company, no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Compliance with Laws; Governmental Authorizations. 1.23.1 (a) The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in a Company Material Adverse Effect. The Company has not never received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer Purchaser a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge Knowledge of the VendorCompany, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreementthe Member Related Agreements; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on (b) Section 1.23.2 2.18(b) of the Disclosure ScheduleSchedule sets forth each Governmental Authorization held by the Company, and the Company has provided to the Purchaser true, correct and complete copies of all such Governmental Authorizations. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule; (ii) to the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule; (iii) the Company has not never received, and and, to the Knowledge of the Company, no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Compliance with Laws; Governmental Authorizations. 1.23.1 The (a) During the last five (5) years, the Company ishas been operated in material compliance with each Legal Requirement or Governmental Authorization that is or was applicable to the Business. (b) During the last five (5) years, and no event has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to occurred or circumstance exists that may constitute or result in Material Adverse Effect. (with or without notice or lapse of time) a material violation by the Company of, or a failure on the part of the Company to comply in any material respect with any Legal Requirement or Governmental Authorization applicable to the Business. (c) The Company has not in the last five (5) years received any notice or other communication from any Governmental Body or any other Person regarding regarding, and there does not currently exist, nor at any time in the last five (i5) years has there existed, any actual, alleged, possible or potential material violation of, or material failure to materially comply with, any Law; Legal Requirement or Governmental Authorization. (iid) any actual, alleged, possible or potential obligation on the part of The Company possesses all material Governmental Authorizations that are necessary to permit the Company to undertake, or to bear all or any portion of lawfully conduct and operate the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct Business and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its respective assets in (the manner in which it is currently owned “Company Governmental Authorizations”). Schedule 3.10(b) contains a complete and used. The accurate list of each material Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Each material Company Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, Authorization is valid and in full compliance with all of the terms force and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all effect. All applications required to have been filed for the renewal of the material Company Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each all other notice or filing filings required to have been given or made with respect to such Company Governmental Authorizations has have been duly given or made on a timely basis with the appropriate Governmental BodyBodies. (e) No material Company Governmental Authorization is subject to termination or modification as a result of the authorization, execution, delivery, performance or lawful completion of this Agreement or the transactions contemplated hereby. (f) The Seller has provided the Buyer with copies of any legal research or legal opinions in the possession or under control of the Company or the Seller relating to whether the business conducted by the Company constitutes the unauthorized practice of law.

Compliance with Laws; Governmental Authorizations. 1.23.1 (a) The Company is, and has at all times been, Acquired Companies have conducted the Business in compliance materially with all applicable Laws, Laws in each jurisdiction in which the Business is carried on except where non-compliance could the failure to so comply would not and would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse EffectEffect with respect to the Acquired Companies (as a whole) or the Business. The Company None of the Acquired Companies has not received any notice that any violation of any Law is being or other communication from any Governmental Body or any other Person regarding may be alleged. (ib) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part Each of the Company to undertakeAcquired Companies is duly licensed, registered or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct qualified and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute duly possesses all Governmental Authorizations required or necessary (i) to enable carry on the Company Business as now conducted in compliance with all applicable Laws other than those the failure of which to conduct its business obtain, possess or make would not have or reasonably be expected to have, individually or in the manner in which its business is currently being conducted aggregate, a Material Adverse Effect with respect to the Acquired Companies (as a whole) or the Business, and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets all such Governmental Authorizations are described in the manner in which it is currently owned and usedVendors’ Disclosure Letter. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements All of the Governmental Authorizations held by described in the Company. The Company Vendors’ Disclosure Letter are valid and subsisting and in good standing and no event has not received any occurred or condition or state of facts exists which constitutes or, after the giving of notice or other communication from the passage of time or both, would constitute a breach or default under any of the Governmental Body regarding (A) any actual Authorizations, or possible violation which permits or, after the giving of notice or failure to comply with any term the passage of time or requirement of any Governmental Authorization; or (B) any actual or possible both, would permit revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth except for such violations that would not have or required would not reasonably be expected to be set forth on Section 1.23.2 of have, individually or in the Disclosure Schedule will be available for use by aggregate, a Material Adverse Effect with respect to the Company immediately after Acquired Companies (as a whole) or the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental BodyBusiness. (ic) The Company has at all times beenThere are no limitations or restrictions on carrying on the Business on the lands and premises from which it is now carried on. No proceeding to modify, in full compliance with all of the terms and requirements of each suspend, revoke, withdraw, terminate or otherwise limit any such Governmental Authorization set forth is pending or required to be set forth on Section 1.23.2 of threatened and neither the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement Vendors nor the Company knows of any valid basis for such proceeding, including the transactions contemplated hereby. No administrative or other action or proceeding has been taken or threatened by any Governmental Authorization set forth Authority in connection with the expiration, continuance or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification renewal of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required applicable to be set forth on Section 1.23.2 any of the Acquired Companies or the Business and neither the Vendors nor the Company knows of any valid basis for any such proceeding. (d) None of the Acquired Companies nor any of their respective directors, officers, employees, agents or representatives has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) directly or indirectly, paid any fee, commission or other sum of money or item of property, however characterized, to any finder, agent, or other Person acting on behalf of or under the auspices of a government official or Governmental Authority, in Canada or any other country, in any manner related to the Company or the Business, that was illegal under any Laws of Canada or any other country having jurisdiction, or (iii) made any payment to any customer or supplier of any of the Acquired Companies or the Business or any officer, director, partner, employee or agent for the unlawful rebating of charges, or engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, in respect of any of the Acquired Companies or the Business. (e) Except as disclosed in the Vendors’ Disclosure Schedule Letter, (i) the Acquired Companies, to the extent required by Law, has a written privacy policy which governs its collection, use and disclosure of Personal Information and each of the Acquired Companies is in compliance with such privacy policy, and (ii) all required consents to the collection, use or disclosure of Personal Information in connection with the conduct of the Business (including disclosure to Affiliates of any of the Vendors have been duly filed on a timely basis with the appropriate Governmental Bodiesobtained. (f) The Acquired Companies are, and each other notice or filing required to have been given since December 31, 201, conducting the Business in compliance with all applicable Laws governing privacy and the protection of personal information, including the Personal Information Protection and Electronic Documents Act (Canada), other than (i) acts of non-compliance which individually or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with in the appropriate Governmental Bodyaggregate are not material, and (ii) any public disclosure of this Agreement by the Purchaser.

Compliance with Laws; Governmental Authorizations. 1.23.1 (a) The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in a Company Material Adverse Effect. The Company has not never received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; , or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer Purchaser a true, correct and complete copy of each report, study, survey or other document to which the Company has possession or access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge Knowledge of the VendorCompany, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may could have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreementthe Shareholder Related Agreements; or (B) may could have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on (b) Section 1.23.2 2.19(b) of the Disclosure ScheduleSchedule sets forth each Governmental Authorization held by the Company, and the Company has provided to the Purchaser true, correct and complete copies of all such Governmental Authorizations. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; Closing, and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company and each Employee (while undertaking the Company’s business or in his or her capacity as Employee) is, and at all times since its incorporation for the past five years has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any written notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations Approvals set forth or required to be set forth on Section 1.23.2 2.19(b) of the Disclosure Schedule will be available for use in accordance with their terms by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe Knowledge that such renewals will not be timely granted by the relevant Governmental Body. (c) (i) The Company has at all times been, in full compliance with all To the Knowledge of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) Company, no event has occurred, and no condition or circumstance exists, that might could (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.19(b) of the Disclosure Schedule; , or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.19(b) of the Disclosure Schedule; (iiiii) the Company has not never received, and and, to the Knowledge of the Company, no employee Employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (xA) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (yB) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iviii) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 2.19(b) of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. (d) The Company has not applied for or received any grant, allowance, aid or subsidy from any Governmental Body during the last six years.

Compliance with Laws; Governmental Authorizations. 1.23.1 The (a) Since December 31, 2008, neither Acquired Company is, and (i) has at all times been, been in compliance materially with all violation of any applicable Laws, except where non-compliance could not reasonably be expected to result material Law in Material Adverse Effect. The Company any material respect or (ii) has not received any written notice or other communication from any Governmental Body Authority regarding any actual or any other Person regarding (i) any actual, alleged, possible or potential material alleged violation of, or failure on the part of such Acquired Company to materially comply with, any applicable material Law; or . (iib) any actualSince December 31, alleged2008, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The (i) each Acquired Company has provided to the Buyer a true, correct held and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and maintained in full force and effect, and collectively constitute effect all material Governmental Authorizations necessary (i) required to enable the Company to own or lease its assets and properties and conduct its business in the manner and in which its business all such jurisdictions as it has been and is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and conducted, (ii) to permit the each Acquired Company to own and use its assets has been in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the all material Governmental Authorizations held by the Company. The in all material respects and (iii) neither Acquired Company has not received any written notice or other communication from any Governmental Body Authority regarding (A) any actual or possible alleged material violation of, or material failure on the part of or failure such Acquired Company to comply with with, any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. All Seller has made available to the Purchaser Parties as of the Governmental Authorizations set forth date hereof a list of the jurisdictions in which the Company is licensed to write insurance and the types of insurance and other products that it is licensed to write in each such jurisdiction and, as of the date hereof, each such license is valid and not suspended. The Company is not “commercially domiciled” under the Law of any jurisdiction. (c) Seller has made available to the Purchaser Parties as of the date hereof copies of any final written reports reflecting the results of any financial examinations or market conduct examinations of the Company conducted by any insurance regulatory authority since December 31, 2008 and, in any event, the most recent financial examination and market conduct examination reports of the Company from the Department. (d) All material FBAR Reports required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use filed by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be Acquired Companies have been timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurredfiled, and no condition or circumstance existsall such FBAR Reports were true, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly correct and complete in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Bodymaterial respects.

Compliance with Laws; Governmental Authorizations. 1.23.1 (a) The Company is, and has at all times been, conducted the Business in compliance materially with all applicable Laws, Laws in each jurisdiction in which the Business is carried on except where non-compliance could the failure to so comply would not and would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse EffectEffect with respect to the Company or the Business. The Company has not received any notice that any violation of any Law is being or other communication from any may be alleged. (b) The Company is duly licensed, registered or qualified and duly possesses all Governmental Body Authorizations required or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure necessary to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation carry on the part Business as now conducted in compliance with all applicable Laws other than those the failure of which to obtain, possess or make would not have or reasonably be expected to have, individually or in the Company to undertakeaggregate, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability Material Adverse Effect with respect to the Company ofor the Business, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any and all such Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and described in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental AuthorizationSchedule 4.21. All of the Governmental Authorizations set forth described in Schedule (c) There are no limitations or required restrictions on carrying on the Business on the lands and premises from which it is now carried on. No proceeding to be set forth on Section 1.23.2 of modify, suspend, revoke, withdraw, terminate or otherwise limit any such Governmental Authorization is pending or threatened and neither the Disclosure Schedule will be available for use by Vendor nor the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct knows of any part of valid basis for such proceeding, including the business of transactions contemplated hereby. No administrative or other action or proceeding has been taken or threatened by any Governmental Authority in connection with the Company which are subject to periodic renewalexpiration, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth continuance or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement renewal of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required applicable to be set forth the Company or the Business and neither the Vendor nor the Company knows of any valid basis for any such proceeding. (d) Neither the Company nor any of its directors, officers, employees, agents or representatives has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) directly or indirectly, paid any fee, commission or other sum of money or item of property, however characterized, to any finder, agent, or other Person acting on Section 1.23.2 behalf of or under the auspices of a government official or Governmental Authority, in the United States or any other country, in any manner related to the Company or the Business, that was illegal under any Laws of Canada or any other country having jurisdiction, or (iii) made any payment to any customer or supplier of the Disclosure Company or the Business or any officer, director, partner, employee or agent for the unlawful rebating of charges, or engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, in respect of the Company or the Business. (e) Except as disclosed in Schedule 4.21, (i) the Company, to the extent required by Law, has a written privacy policy which governs its collection, use and disclosure of Personal Information and the Company is in compliance with such privacy policy, and (ii) all required consents to the collection, use or disclosure of Personal Information in connection with the conduct of the Business (including disclosure to Affiliates of the Vendor) have been duly filed on a timely basis with the appropriate Governmental Bodiesobtained. (f) The Company is, and each has been, conducting the Business in compliance with all applicable Laws governing privacy and the protection of personal information, other notice than (i) acts of non-compliance which individually or filing required to have been given or made in the aggregate are not material, and (ii) any public disclosure of this Agreement and its Schedules by the Purchaser. The Company has a written privacy policy which governs the collection, use and disclosure of personal information and the Company is in compliance in all material respects with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Bodypolicy.

Compliance with Laws; Governmental Authorizations. 1.23.1 The Company is(a) Without limiting the scope of any other representation in this Agreement, the Acquired Companies have each conducted and continue to conduct its businesses in accordance with all Laws and Governmental Orders applicable to the Acquired Companies, the Products or the ownership or use of any of the Assets, in each case, in all material respects, and no Acquired Company is in material violation of any such Law or Governmental Order. Since the Relevant Company Acquisition Date, none of the Seller or any Acquired Company has at received any written or, to Seller’s Knowledge, oral notice from a Governmental Authority alleging that any Acquired Company is not in compliance in any material respect with any applicable Law. (b) The Acquired Companies hold all times beenof the material Governmental Authorizations necessary to permit the Acquired Companies to conduct the Business in the manner in which they currently conduct the Business and to permit the Acquired Companies to own and use the Assets in the manner in which they currently own and use such Assets or to permit the Acquired Companies to produce, import, formulate, supply, distribute, offer for sale and sell the Products. The Acquired Companies are in material compliance with all such Governmental Authorizations. (c) Except as would not result in a Material Adverse Effect: (i) all Product Registrations are in full force and effect; (ii) neither the Seller nor the Acquired Companies are in default of any applicable requirement or obligation to provide Data in support of any Product Registrations; (iii) no Product Registration is subject to any third party claims for compensation, other than pursuant to commercial arrangements entered into by any Acquired Company in the Ordinary Course of Business; (iv) since the Relevant Company Acquisition Date neither the Seller nor the Acquired Companies have, in compliance materially connection with the business of the Acquired Companies, manufactured, blended, compounded, formulated for resale, imported, exported, sold or used any product or compound without first obtaining a Product Registration, to the extent a Product Registration is required to do so; (v) since the Relevant Company Acquisition Date no Governmental Authority has taken, nor to the Seller’s Knowledge, has any Governmental Authority threatened to take any action to suspend, cancel, or restrict the use of any Product Registration; (vi) to the Knowledge of the Seller, the Data provided to Governmental Authorities since the Relevant Company Acquisition Date in connection with applying for or obtaining the Product Registrations was at the time of its provision accurate and deemed acceptable by the Governmental Authorities; and (vii) the Acquired Companies and, after the Closing, the Purchaser, the Acquired Companies or the Purchaser’s other Affiliates will either own or have access to all applicable LawsData provided to Governmental Authorities in connection with obtaining the Product Registrations. (d) To the Seller’s Knowledge, except where non-compliance could not there is no circumstance that would reasonably be expected to result in Material Adverse Effectthe entire or partial withdrawal, restriction, revocation or termination by Governmental Authorities of any material Product Registrations or other material Governmental Authorizations that are subsisting or undergoing a review or renewal process. The Company has not received any notice Acquired Companies have used their commercially reasonable efforts to generate all Data necessary to obtain and maintain all Product Registrations and other Governmental Authorizations that are subsisting or other communication from any Governmental Body will be undergoing a review or any other Person regarding (i) any actualrenewal process or, allegedalternatively, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on secure the part of the Company adequate access rights to undertake, such Data or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided develop a substitute to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreementaffected Products. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Compliance with Laws; Governmental Authorizations. 1.23.1 The Company is(a) Except as set forth on Schedule 3.9(a): (i) the Sellers are, and has at all times have been, in compliance materially in all material respects with all each Legal Requirement that is or was applicable Lawsto the Sellers, except where non-compliance could not reasonably be expected to the Purchased Assets or the conduct or operation of the Business; (ii) no event has occurred or circumstance exists that may constitute or result in Material Adverse Effect. The Company (with or without notice or lapse of time) a material violation by any Seller of, or a failure on the part of any Seller to comply in any material respect with, any Legal Requirement applicable to the Business; and (iii) no Seller has not received any notice or other communication from any Governmental Body or any other Person regarding (i) regarding, and there does not exist any actual, alleged, possible or potential material violation of, or material failure to materially comply with, any Law; or Legal Requirement applicable to the Business. (iib) any actual, alleged, possible or potential obligation on Schedule 3.9(b) contains a complete and correct list of each Governmental Authorization that is necessary to permit the part of Sellers to lawfully conduct and operate the Company Business in the manner in which the Sellers currently conduct and operate such business and to undertake, or permit the Sellers to bear all or any portion of own and use the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable LawPurchased Assets in the manner in which the Sellers currently own and use the Purchased Assets (the “Seller Governmental Authorizations”). The Company has provided to the Buyer a true, correct and complete copy of Sellers possess each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any LawsSeller Governmental Authorization. To the knowledge of the Vendor, no Each Seller Governmental Body has proposed or Authorization is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Seller Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each all other notice or filing filings required to have been given or made with respect to such Seller Governmental Authorizations has have been duly given or made on a timely basis with the appropriate Governmental BodyBodies.

Compliance with Laws; Governmental Authorizations. 1.23.1 The (a) None of the Company or any Company Subsidiary has been, or is, in violation of any Legal Requirements applicable to their business. No investigation or review by any Governmental Entity with respect to the Company or any Company Subsidiary is pending or, to the knowledge of any Representing Stockholder, threatened, nor has any Governmental Entity indicated an intention to conduct the same. (b) Schedule 3.07(b) sets forth all currently effective Permits issued or entered into by any Governmental Entity and has at all times beenpresently in effect in connection with the Company's and the Company Subsidiaries business. The Permits listed on Schedule 3.07(b) are the only Permits necessary to own, operate, use and maintain the assets of the Company and the Company Subsidiaries, in the manner in which they are now being maintained and operated, and to conduct their business as now being conducted. All such Permits are in full force and effect and neither the Company nor any Company Subsidiary is in default under and no condition exists that with notice or lapse of time or both would constitute a default under the Permits. There are no proceedings pending or, to the knowledge of the Company or the Representing Stockholders, threatened that seek the revocation, cancellation, suspension or any adverse modification of any such Permits. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in any such revocation, cancellation, suspension or modification of such Permits. (c) Except as set forth on Schedule 3.07(c), (i) the Company's and the Company Subsidiaries' businesses are and have been in material compliance materially with all applicable Environmental Laws; (ii) no property currently or formerly owned or operated directly or indirectly by the Company or any Company Subsidiary (including soils, except where non-compliance groundwater, surface water, buildings or other structures) is contaminated with any Hazardous Substance which could not reasonably be expected to result in Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability liability to the Company of, or any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation Subsidiary under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure ScheduleEnvironmental Law; (iii) neither the Company's nor the Company has not receivedSubsidiaries' business have been involved in any disposal, and no employee has ever receivedrelease or threat of release of any Hazardous Substance which could reasonably be expected to result in material liability under any Environmental Law; (iv) neither the Company, any notice or other communication from any Governmental Body Company Subsidiary or any other Person regarding (x) Representing Stockholder has received any actualwritten notice, allegeddemand, possible letter, claim or potential request for information indicating that the Company or any Company Subsidiary may be in violation of or failure subject to comply liability under any Environmental Law; (v) neither the Company nor any Company Subsidiary is subject to any order, decree, injunction or other arrangement with any term Governmental Entity or requirement of any Governmental Authorization; indemnity or (y) other agreement with any actual, proposed, possible third party relating to material liability under any Environmental Law or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorizationrelating to Hazardous Substances in connection with its business; and (ivvi) all applications required there are no other circumstances or conditions involving the Company or any Company Subsidiary or any entity in which they own a voting or economic interest that could reasonably be expected to have been filed for result in any material liability, or restriction on the renewal ownership, use, or transfer of the Governmental Authorizations required any real property owned, leased or operated pursuant to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Bodyany Environmental Law.

Compliance with Laws; Governmental Authorizations. 1.23.1 The Company is(a) Except for such matters as, and has at all times beenindividually or in the aggregate, in compliance materially with all applicable Lawsdo not have, except where non-compliance could or are not reasonably be expected likely to result in have, a Company Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding : (i) each of the Acquired Companies is in full compliance with each Law that is applicable to it or to the conduct of its business or the ownership or use of any actualof its assets, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or and (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) would cause any actual, alleged, possible of the Acquired Companies to Contravene any Law or potential may give rise to any obligation on the part of any of the Company Acquired Companies to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response remedial action of any nature under any applicable Lawnature. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance None of the Company withAcquired Companies has received at any time since January 1, or the applicability to the Company of, 2000 any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any written notice or other communication from any Governmental Body or any other Person regarding (x) any alleged Contravention of any Law or any actual, alleged, possible alleged or potential violation obligation on the part of such company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) Section 2.18(b) of the Company Disclosure Schedule contains an accurate and complete list of each material Governmental Authorization that is held by the Acquired Companies, all of which are valid and in full force and effect and will remain so following the Closing, except where the failure of such Governmental Authorization to be valid or in full force and effect prior to or following the Closing does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Each of the Acquired Companies is in full compliance with all of the terms and requirements of each such Governmental Authorization, except where failure to comply with any term such terms and requirements does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) to Company's Knowledge, no event has occurred or requirement circumstance exists that may (with or without notice or lapse of time) constitute or result directly or indirectly in Contravention of any Governmental Authorization; , and (ii) none of the Acquired Companies has received at any time since January 1, 2000 any written notice or (y) other communication from any actual, proposed, possible Governmental Body or potential revocation, withdrawal, suspension, cancellation, termination or modification any other Person alleging any Contravention of any Governmental Authorization; and . (ivc) The Governmental Authorizations listed in Section 2.18(b) of the Company Disclosure Schedule collectively constitute all applications required to have been filed for the renewal of the Governmental Authorizations required necessary to be set forth on Section 1.23.2 permit each of the Disclosure Schedule have been duly filed on Acquired Companies to conduct its business lawfully in the manner in which it currently conducts such business and to permit each of the Acquired Companies to own and use its assets in the manner in which it owns and uses such assets currently, except, in each case, where the failure to hold a timely basis with the appropriate Governmental BodiesAuthorization does not have, and each other notice or filing required is not reasonably likely to have been given or made with respect to such Governmental Authorizations has been duly given or made on have, a timely basis with the appropriate Governmental BodyCompany Material Adverse Effect.

Compliance with Laws; Governmental Authorizations. 1.23.1 (a) The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in a Company Material Adverse Effect. The Company has not never received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer Purchaser a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge Knowledge of the VendorCompany, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under this Agreement or any of ancillary documents contemplated by this AgreementShareholder Related Agreements; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on (b) Section 1.23.2 2.18(b) of the Disclosure ScheduleSchedule sets forth each Governmental Authorization held by the Company, and the Company has provided to the Purchaser true, correct and complete copies of all such Governmental Authorizations. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted legally and as contemplated to be conducted by the Company as of after the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. Neither the execution or performance of this Agreement nor the consummation of the transactions contemplated by this Agreement (i) require the consent or approval of any Governmental Body, and (ii) affect the validity or require the amendment of a Governmental Authorization for the Company to conduct it business as contemplated to be conducted after the Closing Date . (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule; (ii) to the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule; (iii) the Company has not never received, and and, to the Knowledge of the Company, no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body. The rights and benefits of each Governmental Authorization Company Permit will be available to the Company immediately after the Closing Date on terms substantially identical to those enjoyed by the Company as of the date of this Agreement and immediately prior to the Closing Date without the need to obtain any consent or waiver from any Governmental Body.

Compliance with Laws; Governmental Authorizations. 1.23.1 (a) The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in a Company Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; , or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Lawnature. The Company has provided made available to Parent in the Buyer a true, correct Data Room an accurate and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge Knowledge of the VendorCompany, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the Company’s business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreementthe Company Related Agreements; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 (b) Part 2.15(b) of the Company Disclosure ScheduleSchedule identifies each Governmental Authorization held by the Company, and the Company has made available to Parent in the Data Room true, correct and complete copies of all such Governmental Authorizations. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; conducted, and (ii) to permit the Company to own and use its assets in the manner in which it is they are currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.and

Compliance with Laws; Governmental Authorizations. 1.23.1 (a) The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in a Company Material Adverse Effect. The Company has not never received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer Purchaser a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge Knowledge of the VendorCompany, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreementthe Stockholder Related Agreements; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on (b) Section 1.23.2 2.18(b) of the Disclosure ScheduleSchedule sets forth each Governmental Authorization held by the Company, and the Company has provided to the Purchaser true, correct and complete copies of all such Governmental Authorizations. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule; (ii) to the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule; (iii) the Company has not never received, and and, to the Knowledge of the Company, no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 2.18(b) of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Compliance with Laws; Governmental Authorizations. 1.23.1 Except as provided in Schedule 5.7: (a) The Company isand each Subsidiary has complied in all material respects with, and has at all times beenis not in material violation of, in compliance materially with all applicable Lawsand, except where non-compliance could not reasonably be expected to result in Material Adverse Effect. The Company as of the date hereof, has not received any notice written notices of material violation with respect to, any Legal Requirement with respect to the conduct of its business, or the ownership or operation of its business. (b) The Company and each Subsidiary has obtained or completed each material federal, state, county, local or foreign governmental consent, license, registration, permit, grant, or other communication from any authorization of a Governmental Body or any other Person regarding Entity (i) pursuant to which the Company and each Subsidiary currently operates or holds any actual, alleged, possible interest in any of its material assets or potential material violation of, or failure to materially comply with, any Law; properties or (ii) that is required for the operation of the Company’s and/or any actualSubsidiary’s business or the holding of any such interest (all of the foregoing consents, allegedlicenses, possible or potential obligation on registrations, permits, grants, and other authorizations, collectively, the part “Company Authorizations”). All of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, effect and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company each Subsidiary is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by Company Authorizations. As of the Company. The date hereof, neither the Company nor any Subsidiary has not received any written notice or other written communication from any Governmental Body Entity regarding (Ai) any actual or possible material violation of law or any Company Authorization or any failure to materially comply with any term or requirement of any Governmental Authorization; Company Authorization or (Bii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Company Authorization. All No material Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 consummation of the Disclosure Schedule will be available for use transactions contemplated by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Bodythis Agreement. (ic) The Company has at all times beenNotwithstanding the foregoing, the representations and warranties contained in full compliance with all of the terms this Section 5.7 do not apply to taxes, employee relations, employee benefit plans and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurredrelated matters, environmental Legal Requirements and environmental matters, intellectual property, real property, export control Legal Requirements, and no condition regulatory compliance or circumstance existsspecific medical device Legal Requirements, that might which subject matters are discussed in their entirety and exclusively in Sections 5.8 (with or without notice or lapse Title to and Condition of time or bothAssets), 5.9 (Intellectual Property), 5.10 (Environmental Matters), 5.11 (Taxes), 5.12 (Employee Benefit Plans and Employee Matters), 5.17 (Export Control Laws) reasonably and 5.21 (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocationRegulatory Compliance), withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Bodyas applicable.

Compliance with Laws; Governmental Authorizations. 1.23.1 The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the VendorSeller, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Compliance with Laws; Governmental Authorizations. 1.23.1 The Company is(a) Except as set forth in Schedule 3.1(19) or where the effect of any such noncompliance would not, and has at all times beenindividually or in the aggregate, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in have a Material Adverse Effect. The Company : (i) the Corporation is in compliance with all Applicable Laws (including Environmental Law); and (ii) during the last three years, the Corporation has not not, (A) received any written notice or other communication from any Governmental Body Authority regarding any actual or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Applicable Law (including Environmental Law; or (ii) any actual), alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect provided any written notice to any Governmental Authority regarding any violation by Corporation of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreementany Applicable Law in any material respect (including Environmental Law). 1.23.2 The Company does not require any (b) Except as set forth in Schedule 3.1(19)(b) or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) the Corporation holds all Governmental Authorizations to operate its business beyond what (including the Governmental Authorizations it listed in Schedule 3.1(19)(b)) necessary to enable the Corporation to conduct the Business in the manner in which the Business is currently holds, which have being conducted; (ii) all been listed on Section 1.23.2 of the Disclosure Schedule. The such Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (iiiii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company Corporation is, and at all times since its incorporation has been, in material compliance with the terms and requirements of such Governmental Authorizations. To the Knowledge of the Vendor, no Governmental Authorizations held Authority has threatened to revoke, amend or impose any condition in respect of, or commenced Proceedings to revoke, amend or impose conditions in respect of, any such Governmental Authorizations. There are no outstanding Orders or material notices, deficiency letters, similar communications or requests relating to the Corporation issued by any Governmental Authority, which have been received by the CompanyCorporation and to, the Knowledge of the Vendor, there are no matters under discussion with any such Governmental Authority, which could reasonably be expected to result in such an Order. The Company Corporation has not received adopted, in the last three years, any notice policies, procedures or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement board resolutions at the written request of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for Authority that restricts the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. Corporation (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made including with respect to its capital adequacy, credit or risk management policies or management), nor has the Corporation been advised by any Governmental Authority that such Governmental Authorizations has been duly given Authority is contemplating making any such requests, except as would not, individually or made on in the aggregate, have a timely basis with the appropriate Governmental BodyMaterial Adverse Effect.

Compliance with Laws; Governmental Authorizations. 1.23.1 The Company (a) Each of the Companies and their respective Subsidiaries is, and for the last three years has at all times been, in compliance materially in all material respects with all applicable LawsLaws and Orders. To the Sellers’ Knowledge, except where non-compliance could no Company or Subsidiary thereof is relying on any exemption from or deferral of any Law, Order or Governmental Authorization that would not reasonably be expected available to result in Material Adverse Effectit immediately following the Closing. The Company has not In the past three (3) years, neither the Companies nor any of their respective Subsidiaries have received any notice or other communication from of any Governmental Body or Litigation against it alleging any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, in any Law; material respect with any such Laws or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any LawsOrders. To the knowledge of the VendorSellers’ Knowledge, no investigation or audit by any Governmental Body has proposed Entity with respect to the Companies or any of their respective Subsidiaries is considering pending or threatened, and in the past three (3) years, neither the Companies nor any Law of their respective Subsidiaries have received any notice of any such investigation, except, in each case, for any such investigation that, if adopted or otherwise put into effectadversely determined, would not be material to the Companies and their respective Subsidiaries taken as a whole. (Ab) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects Each of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid Companies and their respective Subsidiaries has in full force and effect, and collectively constitute effect all material Governmental Authorizations necessary (i) to enable the Company to conduct its business the Business (including licenses, permits, authorizations, franchises, and certificates). Schedule 4.16(b) lists each material Governmental Authorization held by any Company or any Subsidiary of any Company. Each of the Companies and their respective Subsidiaries has complied in all material respects with such material Governmental Authorizations, to the extent applicable, in the manner in which its business is currently being conducted and as contemplated to be conducted last three years. To the Sellers’ Knowledge, all such material Governmental Authorizations are renewable by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets their terms or in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with Ordinary Course of Business without the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure need to comply with any term unduly burdensome qualification procedures or requirement to pay any material amounts other than routine filing fees. No Person other than the Companies or any of their respective Subsidiaries owns any such material Governmental Authorization; Authorizations which the Companies or (B) any actual of their respective Subsidiaries own, possess or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All use in the operation of the Business as now conducted. None of such material Governmental Authorizations set forth or required is reasonably expected to be set forth on Section 1.23.2 terminated as a result of, or in connection with, the consummation of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Compliance with Laws; Governmental Authorizations. 1.23.1 The Company isExcept as set forth in Section 4.16 of the Seller Disclosure Schedule: (a) Seller, to the extent related to the Acquired Assets, and has at all times the Acquired Entities are, and have since the Relevant Date have been, in material compliance materially with all Laws applicable Laws, except where non-compliance could not reasonably be expected to result in Material Adverse Effect. The Company it or to the conduct of the Cariflex Business or the ownership or use of any of the Acquired Assets. (b) Neither Seller nor its Affiliate has not received any written notice or other communication from any Governmental Body Authority regarding any actual or possible violation in any other Person regarding (i) any actual, alleged, possible or potential material violation respect of, or failure to materially comply in any respect with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided Law with respect to the Buyer a trueCariflex Business; (c) Seller, correct its Affiliates and complete copy of each reportthe Acquired Entities have at all times been, studyand are currently, survey or other document to which the Company has access that addresses or otherwise relates in material compliance with all applicable Anti-Corruption and Anti-Bribery Laws with respect to the Cariflex Business; (d) Seller has established and maintained compliance of the Company with, or the applicability programs and commercially reasonable internal controls and procedures appropriate to the Company ofrequirements of applicable Anti-Corruption and Anti-Bribery Laws with respect to the Cariflex Business; (e) Seller and its Affiliates own, any Laws. To hold or possess, and at and after Closing the knowledge Acquired Entities shall own, hold or possess, all Governmental Authorizations that are necessary to carry on and conduct the Cariflex Business substantially in the same manner as conducted immediately prior to the date of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by related to the Company Cariflex Business are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct Seller and its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, Affiliates are in material compliance with the terms and requirements of the such respective Governmental Authorizations held by the CompanyAuthorizations. The Company Seller or its Affiliate has not received any written notice or other communication from any Governmental Body Authority regarding (Ai) any actual or possible violation of or failure to comply with any term or requirement of any such Governmental Authorization; or (Bii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or and (yf) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal None of the Governmental Authorizations required to be set forth on Section 1.23.2 Cariflex Business, the Acquired Assets nor the Acquired Entities is deemed or is involved in a “pilot program U.S. business” within the meaning of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body31 C.F.R. § 801.213.

Compliance with Laws; Governmental Authorizations. 1.23.1 The Company (a) EPP is, and has at all times has been, in compliance materially in all material respects with all each Law applicable Laws, except where non-compliance could not reasonably be expected to EPP’s business. (b) No event has occurred or circumstance exists (with or without notice or lapse of time) that (A) may constitute or result in Material Adverse Effect. The Company a material violation by EPP of, or a failure on the part of EPP to comply with, any Law applicable to its business, or (B) may give rise to any material obligation on the part of EPP to undertake or perform, or to bear all or any portion of the cost of, any remedial action or measure of any nature relating to EPP’s business. (c) EPP has not received any notice or other communication from any Governmental Body or any other Person, which has not already been previously remedied, regarding (A) any actual or alleged violation of, or failure to comply with, any Law applicable to its business, or (B) any actual or alleged obligation on the part of EPP to undertake or perform, or to bear all or any portion of the cost of, any remedial action or measure of any nature relating to its business. (d) EPP has all required Governmental Authorizations necessary to allow EPP to lawfully conduct and operate its business as presently conducted and operated by EPP immediately prior to the consummation of the Contemplated Transactions and each such Governmental Authorization is valid and in full force and effect. (e) No event has occurred or circumstance exists that would (with or without notice or lapse of time or both) (A) constitute or result directly or indirectly in a material violation of or a material failure to comply with any Governmental Authorization held by EPP, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Governmental Authorization held by EPP. (f) EPP has not received any notice or other communication from any Governmental Body or any other Person regarding (iA) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; Authorization held by EPP, or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible proposed or potential revocation, withdrawal, suspension, cancellation, termination of or modification of to, any Governmental Authorization; Authorization held by EPP. All plans for corrective action, consent decrees, agreed orders, settlement agreements, long term remediation plans, reclamation, fines, penalties, assessments, fees and similar charges imposed on or assessed against EPP by any Governmental Body with respect to its business have been either fully resolved or paid in full. EPP is not subject to or under any cessation orders or cease and desist orders issued by any Governmental Body or any other Order compelling injunctive or similar relief with respect to the operation of its business. (ivg) all All applications required to have been filed for the timely renewal of the any Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule held by EPP have been duly filed on a timely basis with the appropriate Governmental Bodies, and each all other notice or filing filings, payments and fees required to have been given or made with respect to such Governmental Authorizations has have been duly given or made on a timely basis with the appropriate Governmental BodyBodies.

Compliance with Laws; Governmental Authorizations. 1.23.1 The Company is(a) Except as set forth on Schedule 3.11, and except in each case for such matters as would not have a material adverse effect on its assets, liabilities, financial condition, business, operations or property, each of the Corporation and the Subsidiaries (i) has at all times been, since its respective time of organization conducted its respective business and is conducting its respective business in compliance materially in all material respects with all applicable LawsApplicable Laws (as defined below), except where non-compliance could not reasonably be expected to result in Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actualhas, allegedand each of its employees has, possible or potential obligation on the part of the Company to undertakeall licenses, or to bear all or any portion of the cost permits, qualifications, registrations, memberships and authorizations of, any cleanup and made all filings with, Governmental Authorities (as defined below) necessary for the conduct of its business as currently conducted (collectively, the "Permits"), and (iii) has at all times made and maintained records relating to ------- its business which comply in all material respects with Applicable Law and which accurately reflect all transactions in reasonable detail, including without limitation all books, ledgers, files, reports, plans and operating records whether maintained on electronic or any remedialmagnetic media or otherwise (collectively, corrective or response action of any nature under any applicable Lawthe "Records"). The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company Permits are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary no material ------- violations have been recorded in respect of any of the Permits, and no proceeding is pending or, to the knowledge of the Corporation, threatened to revoke or limit any of the Permits, with only such exceptions as would not have a material adverse effect on its assets, liabilities, financial condition, business, operations or property. Schedule 3.11 sets forth a list of each material Permit. (b) Neither the Corporation, any Subsidiary nor any "associated person" of the Corporation or any Subsidiary is ineligible pursuant to (S)15(b) of the Securities Exchange Act of 1934 to serve as a broker-dealer or as an "associated person" of a registered broker-dealer. Neither the Corporation nor any Subsidiary is engaged in any activity that would require it to be registered as an investment advisor under the Investment Advisers Act of 1940 or as a futures commission merchant under the Commodity Exchange Act. (c) Prior to the date hereof, neither the Corporation nor any Subsidiary has engaged in any trading of exchange-traded futures or options on futures for proprietary accounts or any accounts over which it has discretionary authority. (d) Except (i) to enable as set forth in Schedule 3.11, (ii) for such matters as would not have a material adverse effect on the assets, liabilities, financial condition, business, operations or property of the Company to conduct its business or any Subsidiary, or (iii) for normal examinations conducted by a Governmental Authority in the ordinary course of business of the Corporation and its Subsidiaries, since its respective time of organization, no Governmental Authority has initiated any investigation, inquiry or proceeding into the business or operations of the Corporation or its Subsidiaries or any employees of the foregoing and, to the knowledge of the Corporation, there is no reasonable basis for any such investigation, inquiry or proceeding. There is no unresolved violation or exception by any Governmental Authority, in each case as to which the Corporation or any Subsidiary has received written notice or which has been specifically identified to it by such Governmental Authority, with respect to any report or statement by any Governmental Authority relating to any examination of any of the Corporation or its Subsidiaries or any employees of the foregoing and, to the knowledge of the Corporation, there is no reasonable basis for any such investigation, inquiry or proceeding. There is no unresolved violation or exception by any Governmental Authority, in each case as to which the Corporation or its Subsidiaries has received written notice or which has been specifically identified to it by such Governmental Authority, with respect to any report or statement by any Governmental Authority relating to any examination of any of the Corporation or its Subsidiaries. (e) Each of the Corporation and its Subsidiaries have in place accounting controls, policies and procedures sufficient to ensure that their transactions are recorded in a manner which permits the preparation of financial statements in which its business is currently being conducted accordance with GAAP and as contemplated applicable regulatory accounting requirements. Each of the Corporation and the Subsidiaries have, since their respective times of organization, made all filings required to be conducted made by them with any Governmental Authority. (f) All sales and marketing materials used by the Company Corporation and the Subsidiaries in the conduct of their respective businesses comply in all material respects with Applicable Law, with only such exceptions as would not have a material adverse effect on their respective assets, liabilities, financial condition, business, operations or property. (g) For the purposes of the Closing Date; this Agreement, (i) "Applicable Law" means any and all federal and state statutes, laws, rules, regulations, codes and ordinances of any Governmental Authority, in each case as amended and in effect from time to time and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is"Governmental Authority" means any federal, and at all times since its incorporation has beennational or state government, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice political subdivision thereof or other communication from any Governmental Body regarding (A) any actual governmental or possible violation of regulatory authority, agency, board, bureau, commission, court or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Bodyself-regulatory organization. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Compliance with Laws; Governmental Authorizations. 1.23.1 (a) The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in a Company Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; , or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer Purchaser a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge Knowledge of the VendorCompany, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreementthe Stockholder Related Agreements; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on (b) Section 1.23.2 2.15(b) of the Disclosure ScheduleSchedule sets forth each Governmental Authorization held by the Company, and the Company has provided to the Purchaser true, correct and complete copies of all such Governmental Authorizations. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business it is currently being now conducted and as contemplated to be conducted by the Company as of the Closing Date; and by the Purchaser after the Closing, and (ii) to permit the Company to own and use its assets in the manner in which it is they are currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the respective Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 2.15(b) of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for 18 the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company is, and has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.15(b) of the Disclosure Schedule; (ii) to the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.15(b) of the Disclosure Schedule; , or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.15(b) of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, never received any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 2.15(b) of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Compliance with Laws; Governmental Authorizations. 1.23.1 The (a) Except as set forth on Schedule 3.10(a) or Schedule 3.15 of the Disclosure Letter: (i) Company is, and has at all times has been, in compliance materially in all material respects with all each Law applicable Laws, except where non-compliance could not reasonably be expected to the Assets; (ii) no event has occurred or circumstance exists (with or without notice or lapse of time) that (A) may constitute or result in a material violation by Company of, or a failure on the part of Company to comply with, any Law applicable to the Assets, or (B) may give rise to any material obligation on the part of Company to undertake or perform, or to bear all or any portion of the cost of, any remedial action or measure of any nature relating to the Assets; and (iii) Company has not received any notice or other communication from any Governmental Body or any other Person, which has not already been previously remedied, regarding (A) any actual or alleged violation of, or failure to comply with, any Law applicable to the Assets, or (B) any actual or alleged obligation on the part of Company to undertake or perform, or to bear all or any portion of the cost of, any remedial action or measure of any nature relating to the Assets, and no such actual or alleged violation, or failure to comply with, any Law applicable to the Assets, would individually, or in the aggregate, result in a Material Adverse EffectEffect with respect to the Company. (b) Schedule 3.10(b) of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is held by Company related to the Retail Fuel Distribution Business or that otherwise relates to the Assets (collectively, the “Permits”). The Each Governmental Authorization listed or required to be listed on Schedule 3.10(b) of the Disclosure Letter is valid and in full force and effect. Except as set forth on Schedule 3.10(b) of the Disclosure Letter: (i) No event has occurred or circumstance exists that would (with or without notice or lapse of time or both) (A) constitute or result directly or indirectly in a material violation of or a material failure to comply with any Governmental Authorization listed or required to be listed on Schedule 3.10(b) of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Governmental Authorization listed or required to be listed on Schedule 3.10(b) of the Disclosure Letter. (ii) Company has not received any notice or other communication from any Governmental Body or any other Person regarding (iA) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term Governmental Authorization listed or requirement required to be listed on Schedule 3.10(b) of any Governmental Authorization; the Disclosure Letter, or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible proposed or potential revocation, withdrawal, suspension, cancellation, termination of or modification of to, any Governmental Authorization; Authorization listed or required to be listed on Schedule 3.10(b) of the Disclosure Letter. All plans for corrective action, consent decrees, agreed orders, settlement agreements, long term remediation plans, reclamation, fines, penalties, assessments, fees and similar charges imposed on or assessed against Company by any Governmental Body with respect to the Retail Gasoline Distribution Business or that otherwise relates to the Assets have been either fully resolved or paid in full, excepting only those payable or requiring the performance of future reclamation with respect to citations, notices of material non-compliance and notices of material violation which are listed on Schedule 3.10(b) of the Disclosure Letter and designated as still outstanding and unresolved. Company is not subject to or under any cessation orders or cease and desist orders issued by any Governmental Body or any other Order compelling injunctive or similar relief with respect to the Retail Gasoline Distribution Business or that otherwise relates to the Assets. (iviii) all All applications required to have been filed for the timely renewal of the Governmental Authorizations listed or required to be set forth listed on Section 1.23.2 Schedule 3.10(b) of the Disclosure Schedule Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and each all other notice or filing filings, payments and fees required to have been given or made with respect to such Governmental Authorizations has have been duly given or made on a timely basis with the appropriate Governmental BodyBodies. (iv) The Governmental Authorizations listed on Schedule 3.10(b) of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to allow Company to lawfully conduct and operate the Retail Gasoline Distribution Business in the manner it was conducted and operated by Company immediately prior to the consummation of the Contemplated Transactions.

Compliance with Laws; Governmental Authorizations. 1.23.1 (a) The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in a Company Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; , or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer Purchaser a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge Knowledge of the VendorCompany, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreementthe Stockholder Related Agreements; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on (b) Section 1.23.2 2.15(b) of the Disclosure ScheduleSchedule sets forth each Governmental Authorization held by the Company, and the Company has provided to the Purchaser true, correct and complete copies of all such Governmental Authorizations. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business it is currently being now conducted and as contemplated to be conducted by the Company as of the Closing Date; and by the Purchaser after the Closing, and (ii) to permit the Company to own and use its assets in the manner in which it is they are currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the respective Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; , or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 2.15(b) of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company is, and has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.15(b) of the Disclosure Schedule; (ii) to the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time or both) reasonably (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.15(b) of the Disclosure Schedule; , or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization set forth or required to be set forth on Section 1.23.2 2.15(b) of the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, never received any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization; or (y) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 2.15(b) of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

Compliance with Laws; Governmental Authorizations. 1.23.1 The (a) Since December 31, 2012, no Acquired Company isand, and to the extent directly related to APNY’s Traditional Insurance Policies, APNY, (i) has at all times been, been in compliance materially with all violation of any applicable Laws, except where non-compliance could not reasonably be expected to result Law in Material Adverse Effect. The Company any material respect or (ii)(A) has not received any written or to the Knowledge of the Seller Parties, oral notice or other communication from any Governmental Body Authority regarding any actual or any other Person regarding (i) any actual, alleged, possible or potential alleged material violation of, or material failure on the part of such Acquired Company or APNY to materially comply with, any Law; applicable Law or (B) to the Knowledge of the Seller Parties, been placed under investigation with respect to any material violation of any applicable Laws. (b) Since December 31, 2012, (i) each Acquired Company and to the extent directly related to APNY’s Traditional Insurance Policies, APNY, has held and maintained in full force and effect all material Governmental Authorizations required to own, lease, operate or use its assets and properties and conduct its business in the manner and in all such jurisdictions as it has been and is currently conducted, (ii) each Acquired Company and APNY has been in compliance with all Governmental Authorizations in all material respects and (iii) no Acquired Company or APNY has received any actualwritten or to the Knowledge of the Seller Parties, allegedoral, possible notice from any Governmental Authority regarding any actual or potential obligation alleged material violation of, or material failure on the part of the such Acquired Company or APNY to undertakecomply with, any term or requirement of any material Governmental Authorization or any actual or proposed revocation, suspension or termination of, or material modification to, any such Governmental Authorization. The Seller has made available to bear all or any portion the Buyer, as of the cost ofdate hereof, any cleanup or any remediala list of (x) the jurisdictions in which an Acquired Company and, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer extent directly related to APNY’s Traditional Insurance Policies, APNY, is licensed to write insurance and the types of insurance and other products that it is licensed to write in each such jurisdiction and (y) the jurisdictions in which CLIC is licensed to act as a truethird-party administrator, correct and complete copy of each reportand, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance as of the Company withdate hereof, or the applicability each such license referred to the Company of, any Lawsin (x) and (y) is valid and not suspended. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement. 1.23.2 The Company does not require any All material Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as . None of the Closing Date; and (ii) Acquired Companies nor, to permit the Company extent directly related to own and use its assets in the manner in which it APNY’s Traditional Insurance Policies, APNY, is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmental Body regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization; or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization. All of the Governmental Authorizations set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule will be available for use by the Company immediately after the Closing. In respect of approvals, licenses or permits requisite for the conduct of any part of the business of the Company which are subject to periodic renewal, the Company has no reason to believe that such renewals will not be timely granted by the relevant Governmental Body. (i) The Company has at all times been, in full compliance with all of the terms and requirements of each Governmental Authorization set forth or required to be set forth on Section 1.23.2 of the Disclosure Schedule; (ii) no event has occurreddefault under, and no condition or circumstance exists, exists that might (with or without notice or lapse of time or both) reasonably (A) both would constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of material default under, any Governmental Authorization set forth and no material Governmental Authorization will be terminated or required to be set forth on Section 1.23.2 impaired or become terminable, in whole or in part, as a result of the Disclosure Schedule; or transactions contemplated hereby. (Bc) result directly or indirectly in The Seller Parties have made available to the revocationBuyer, withdrawalas of the date hereof, suspension, cancellation, termination or modification copies of any Governmental Authorization set forth draft or required to be set forth on Section 1.23.2 of final written reports reflecting the Disclosure Schedule; (iii) the Company has not received, and no employee has ever received, any notice or other communication from any Governmental Body or any other Person regarding (x) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement results of any Governmental Authorization; financial examinations or (y) market conduct examinations of an Acquired Company or APNY conducted by any actualinsurance regulatory authority since December 31, proposed2012 and, possible or potential revocationin any event, withdrawal, suspension, cancellation, termination or modification the most recent financial examination and market conduct examination reports of any Governmental Authorization; each Acquired Company and (iv) all applications required to have been filed for APNY from the renewal of the Governmental Authorizations required to be set forth on Section 1.23.2 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Bodyapplicable Department.