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

Compliance with Laws; Governmental Authorizations. Solely with respect to the Business, Seller and each other Asset Seller Entity are, and have been since January 1, 2015, in compliance with all state, federal, local, national, foreign or multinational laws, statutes, ordinances, codes, rules or regulations (“Laws”) or Judgments applicable to the Asset Seller Entities, except for such failures to comply as would not, individually or in the aggregate, reasonably be expected to be material to the Business. Seller and each other Asset Seller Entity hold all Governmental Authorizations necessary for the lawful conduct of the Business as presently conducted, and Seller and each other Asset Seller Entity are, and have been since January 1, 2015, in compliance with all such Governmental Authorizations, except where the failure to hold the same or be in compliance would not, individually or in the aggregate, reasonably be expected to be material to the Business. Without limiting the generality of the foregoing, except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, Seller, each other Asset Seller Entity and each of its and their directors, officers and employees and, to the Knowledge of Seller, each of its and their other agents acting on its or their behalf, is and has been since January 1, 2015 in compliance with (a) the Foreign Corrupt Practices Act of 1977 and (b) any rules and regulations promulgated thereunder with respect to the Business. This Section 4.07 does not relate to compliance with Laws or Governmental Authorizations to the extent relating to Tax matters, which are the subject of Section 4.08, Intellectual Property matters, which are the subject of Section 4.09, or compliance with (i) the rules or regulations of the FDA or any comparable Healthcare Regulatory Authority having jurisdiction over the Asset Seller Entities or (ii) matters the subject of Food and Drug Laws and Health Care Laws, which are the subject of Section 4.12.

Compliance with Laws; Governmental Authorizations. Solely with respect to the Triage Business, Seller and each other Asset Seller Entity are, and have been since January 1, 2015, in compliance with all state, federal, local, national, foreign or multinational laws, statutes, ordinances, codes, rules or regulations (“Laws”) or Judgments applicable to the Asset Seller Entities, except for such failures to comply as would not, individually or in the aggregate, reasonably be expected to be material to the Triage Business. Seller and each other Asset Seller Entity hold all Governmental Authorizations necessary for the lawful conduct of the Triage Business as presently conducted, and Seller and each other Asset Seller Entity are, and have been since January 1, 2015, in compliance with all such Governmental Authorizations, except where the failure to hold the same or be in compliance would not, individually or in the aggregate, reasonably be expected to be material to the Triage Business. Without limiting the generality of the foregoing, except as would not, individually or in the aggregate, reasonably be expected to be material to the Triage Business, Seller, each other Asset Seller Entity and each of its and their directors, officers and employees and, to the Knowledge of Seller, each of its and their other agents acting on its or their behalf, is and has been since January 1, 2015 in compliance with (a) the Foreign Corrupt Practices Act of 1977 and (b) any rules and regulations promulgated thereunder with respect to the Triage Business. This Section 4.07 does not relate to compliance with Laws or Governmental Authorizations to the extent relating to Tax matters, which are the subject of Section 4.08, employee benefits, which are the subject of Section 4.09, labor matters, which are the subject of Section 4.10, environmental matters, which are the subject of Section 4.11, Intellectual Property matters, which are the subject of Section 4.094.12, or compliance with (i) the rules or regulations of the FDA or any comparable Healthcare Regulatory Authority having jurisdiction over the Asset Seller Entities or (ii) matters the subject of Food and Drug Laws and Health Care Laws, which are the subject of Section 4.124.15.

Compliance with Laws; Governmental Authorizations. Solely with respect (a) Except as set forth in Attachment 3.14 to the Businessthis Agreement, Seller and each other Asset Seller Entity are, and have been since January 1, 2015, Acquired Company is in compliance with all stateLegal Requirements affecting the business or operations of such Acquired Company, including, without limitation, federal, local(if applicable) state and local (i) Environmental Laws; (ii) any kickback, nationalprocurement integrity, contingent fee, gratuities to government officials, customs, export control, foreign or multinational trade and foreign corrupt practices laws, statutessecurities (including all rules and regulations relating to protection of classified information and retention of facility and personnel security clearances), ordinancesor any order, codesdecree or judgment of any Governmental Entity having jurisdiction over any Acquired Company; (iii) Occupational Safety and Health Laws; (iv) securities laws, rules or regulations and regulations. Without prejudice to the above representation and warranty, except as set forth in Attachment 3.14 to this Agreement, SELLERS further represent and warrant that all the Acquired Companies have always and fully complied with all laws and regulations, both Italian and EU, in the matter of health and safety of workers and work site, including D. Lgs. 626/94 as amended and Law of August 3, 2007, n. 123, as well as any law and regulation, Italian and EU, for prevention of injuries and casualties (“Lawsantinfortunistica” and “prevenzionale”), for fire prevention (“antincendio”) or Judgments applicable to and in matter of the Asset Seller Entities, except for such failures to comply as would not, individually or specific processes carried out in the aggregatesite and in connection with the specific substances, reasonably be expected to be material to the Business. Seller materials and each other Asset Seller Entity hold all Governmental Authorizations necessary for the lawful conduct of the Business as presently conducted, and Seller and each other Asset Seller Entity areproducts processed, and have been since January 1, 2015, always and fully adopted all prevention measures and specific devices (misure di prevenzione e dispositivi individuali) required by any of the aforesaid laws and regulations (all such laws and regulations referred to as “Health and Safety Legislation”). SELLERS shall hold TOG and/or Acquired Companies harmless from any consequences which may derive from any proceeding in which non compliance with all such Governmental Authorizations, except where Health and Safety Legislation by any of the failure aforesaid companies might be alleged. It is however understood that TOG shall have the right to hold the same or be in compliance would not, individually or enforce this warranty only in the aggregateevent that any violation of any Health and Safety Legislation is assessed by any competent Authority. No Acquired Company has been charged with violating, reasonably be expected to be material or to the Business. Without limiting the generality Knowledge of the foregoingtwo major shareholders among the SELLERS, except as would notthreatened with a charge of violating, individually or in the aggregate, reasonably be expected to be material to the Business, Seller, each other Asset Seller Entity and each of its and their directors, officers and employees andor, to the Knowledge of Seller, each of its and their other agents acting on its or their behalfthe two major shareholders among the SELLERS, is and has been since January 1, 2015 in compliance with (a) the Foreign Corrupt Practices Act of 1977 and (b) any rules and regulations promulgated thereunder Acquired Company under investigation with respect to the Business. This Section 4.07 does not relate to compliance with Laws or Governmental Authorizations to the extent a possible violation of, any provision of any Legal Requirement relating to Tax matters, which are the subject any of Section 4.08, Intellectual Property matters, which are the subject of Section 4.09, their assets or compliance with (i) the rules or regulations of the FDA properties or any comparable Healthcare Regulatory Authority having jurisdiction over the Asset Seller Entities or (ii) matters the subject aspect of Food and Drug Laws and Health Care Laws, which are the subject of Section 4.12their business.