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

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its business, or the ownership or operation of its business. Neither the Company nor any of its Subsidiaries, nor any director, officer or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiaries), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for the purpose of influencing any act or decision of the recipient in his or her official capacity, including for the purpose of securing an improper advantage in order to obtain, retain or direct business, to any (i) governmental official or employee, (ii) political party or candidate thereof, (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary has obtained each federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. Neither the Company nor any Subsidiary has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of a Legal Requirement or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal or modification of any Company Authorization. None of the Company Authorizations will be terminated, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of the Group Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any written notices of violation with respect to, any Legal Requirement with respect to the conduct of its businessthe Business, or the ownership or operation of its businessthe Business, and no Specified Individual has received any other notices of violation with respect to any Legal Requirement with respect to the conduct of the Business, or the ownership or operation of the Business in the eight month period prior to the Agreement Date. Neither the Company nor any of its SubsidiariesNo Group Company, nor any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its SubsidiariesGroup Company), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, thereof or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary has obtained each federal, provincial, territorialnational, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its material assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, except where the failure to have a Company Authorization in effect would not reasonably be expected to result in liability that is material to the Company. Neither the No Group Company nor any Subsidiary has received any written notice or other written communication from any Governmental Entity regarding, and no Specified Individual has received any other notice or other communication from any Governmental Entity regarding in the eight month period prior to the Agreement Date regarding, (i) any actual or possible violation of a Legal Requirement law or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company AuthorizationAuthorization that would reasonably be expected to result in liability that is material to the Company. None of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each the US Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its businessthe Business, or the ownership or operation of its businessthe Business. No event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a material violation by the Company or the US Subsidiary of, or a failure on the part of the Company or the US Subsidiary to comply with, any Legal Requirement. Neither the Company nor any of its Subsidiariesthe US Subsidiary, nor any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiariesthe US Subsidiary), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person Person, while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each the US Subsidiary has obtained each material national, federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any the US Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. Neither the Company nor any the US Subsidiary has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of a Legal Requirement or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None Each of the Company and the US Subsidiary has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this AgreementAgreement and the other Transaction Documents. (c) The Company is familiar with Israeli export control laws and regulations and the marketing and/or export of its products and services are not subject to permits from the Defense Export Control Agency under the Defense Export Control Law, 5766-2007 or from the Israeli Ministry of the Economy under the Import and Export Ordinance (New Version) 5739-1979.

Compliance with Laws; Governmental Permits. (a) Each of the 3.14.1. The Company and each Subsidiary has complied in all material respects with, is are not in material violation of, and has have not received any written notices or other claims or assertions of material violation with respect to, any Legal Requirement with respect to the conduct of its businessthe Business, or the ownership or operation of the Business or otherwise applicable to it or its businessproperties or assets. Neither the Company nor Company, nor, to the Company’s Knowledge, any of its Subsidiariesmanager, nor any directorofficer, officer Affiliate, contractor or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its SubsidiariesCompany), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a Government Official or direct businessemployee, to any (ia) governmental official or employee, (iib) political party or candidate thereof, or (iiic) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the 3.14.2. The Company and each Subsidiary has obtained each material federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant Authority that is necessary to which the Company or any Subsidiary currently operates or holds any interest in any of own, lease and operate its assets or properties or (ii) except as would not have a Material Adverse Effect and to carry on the Company and its SubsidiariesBusiness as owned, taken leased, operated or carried on as a whole, that is required for the operation of the Company’s or any Subsidiary’s business or the holding date of any such interest this Agreement (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, except as has not had, and is not reasonably likely to have, a Company Material Adverse Effect . Neither the The Company nor any Subsidiary has not received any written notice or other communication from any Governmental Entity Authority regarding (ia) any actual or possible material violation of a any Legal Requirement Requirements or material violation of any Company Authorization or any failure to comply in a material respect with any term or requirement of any Company Authorization or (iib) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this AgreementContemplated Transactions. Schedule 3.14.2 sets forth a true and complete list of each Company Authorization.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement federal, state, local or foreign statute, law or regulation with respect to the conduct of its business, or the ownership or operation of its business. Neither Since inception, neither the Company nor any of its Subsidiaries, nor any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiaries), whether directly or indirectlythereof, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary has obtained each federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. Neither the Company nor any Subsidiary has received any written or, to its knowledge, oral notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of a Legal Requirement law or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each Since January 1, 2007, each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any written notices of violation with respect to, any Legal Requirement with respect to the conduct of its businessthe Business, or the ownership or operation of its businessthe Business. Neither Since January 1, 2007, neither the Company nor any of its Subsidiaries, nor any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiaries), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary has obtained each material federal, provincial, territorialnational, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its material assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. Neither the Company nor any Subsidiary has received any written notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of a Legal Requirement law or any Company Authorization or any failure to comply with any material term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None of the Company Authorizations will be terminated, or will become terminable, in whole or in material part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any written notices of a material violation with respect to, any Legal Requirement with respect to the conduct of its business, the Business or the ownership or operation of its businessthe Business. Neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiaries), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary has obtained each material federal, provincial, territorialnational, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its material assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. Neither the Company nor any Subsidiary has received any written notice or other written communication from any Governmental Entity regarding (i) any actual or possible material violation of a Legal Requirement law or any Company Authorization or any failure to comply in any material respect with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its business, or the ownership or operation of its business. Neither the Company nor any of its Subsidiaries, nor any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiaries), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary has obtained each federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), except as would not reasonably be expected to have a Material Adverse Effect on the Company, and all of the Company Authorizations are in full force and effect. Neither the Company nor any Subsidiary has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of a Legal Requirement law or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None To the Knowledge of the Company, none of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each Except as set forth on Section 4.9(a) of the Company and each Subsidiary Disclosure Schedule, the Company has complied in all material respects with, is not in violation in any material violation of, respect of and has not received any notices written notice of violation with respect to, to any Legal Requirement with respect Law applicable to the conduct of its business, the Company Business or the ownership or operation of its business. Neither the Company nor any Business. None of its Subsidiariesthe Company nor, nor to the Knowledge of the Company, any director, officer or employee thereof (officer, Company Affiliate, employee, consultant, agent of the Company, in their capacities capacity as such or relating to their employment, services or relationship with the Company or any otherwise acting on behalf of its Subsidiaries)the Company, whether has (i) directly or indirectly, has used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) directly or, to the Knowledge of the Company, indirectly, given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for value with the purpose of influencing any act or decision of the recipient in his such recipient’s official capacity or her official capacity, including for inducing the purpose of securing an improper advantage in order recipient to obtain, retain or direct business, to any (i) governmental official or employee, (ii) political party or candidate thereof, (iii) Person while knowing that all or a portion of use such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her recipient’s influence to affect an act or decision of a government official or employeeemployee or otherwise made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds or otherwise, (iii) failed to disclose to the applicable Governmental Entity any contribution made by the Company (or made by any person acting on its behalf of which the Company has Knowledge) which is in violation of Law or (iv) violated in any respect any provision of the Foreign Corrupt Practices Act of 1977, as amended. (b) Each of the The Company has all Permits necessary to own, operate, use and each Subsidiary has obtained each federalmaintain its assets, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant and to which the Company or any Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) except as would not have a Material Adverse Effect carry on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business or the holding of any such interest Business (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company AuthorizationsPermits”), including all Company Permits issued by the FDA or other applicable Governmental Entity. Each material Company Permit is valid and in full force and effect. The Company is in compliance in all material respects with the Company Permits. All of the Company Authorizations Permits are in full force and effect. Neither the The Company nor any Subsidiary has not received any written notice or other communication from any Governmental Entity regarding (i) any actual or possible alleged violation of a Legal Requirement law or any Company Authorization Permit or any failure to comply with any term or requirement of any Company Authorization Permit or (ii) any actual or possible pending revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company AuthorizationPermit. None Except as set forth in Section 4.9(b) of the Company Authorizations Disclosure Schedule, none of the Company Permits will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly pursuant to their terms as a result of this Agreement or the consummation of the transactions contemplated by this Agreement. A list of the Company Permits is set forth in Section 4.9(b) of the Company Disclosure Schedule.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary Seller has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its business, or the ownership or operation of its businessthe Business or any of the Purchased Assets (including, in all material respects, the keeping of all required registers and timely filing or delivery of all required documents under the provisions of any applicable Legal Requirement of Israel). Neither the Company nor any of its Subsidiaries, Seller nor any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiariessuch Seller), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary Seller has obtained each federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity material to the Business (i) pursuant to which the Company or any Subsidiary such Seller currently operates or holds any interest in any of its assets or properties the Purchased Assets or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiarysuch Seller’s business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Seller Authorizations”), and all of the Company such Seller Authorizations are in full force and effect. Neither the Company nor any Subsidiary has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of a Legal Requirement or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal or modification of any Company Authorization. None of the Company Authorizations will be terminated, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.and

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary member of the Parent Group, as applicable, has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its businessthe Business, or the ownership or operation of its businessthe Business Assets. No event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a material violation by Company or any member of the Parent Group (with respect to the Business) of, or a failure on the part of Company or any member of the Parent Group (with respect to the Business) to comply with, any Legal Requirement. Neither the Company nor any member of its Subsidiariesthe Parent Group (with respect to the Business), nor any director, officer manager officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiariesthe Business), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary member of the Parent Group (with respect to the Business) has obtained each material federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary member of the Parent Group (with respect to the Business) currently operates or holds any interest in any of its assets or properties the Business Assets or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Business Authorizations”), and all of the Company Business Authorizations are in full force and effect. Neither the Company nor any Subsidiary member of the Parent Group (with respect to the Business) has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of a Legal Requirement Requirements or any Company Business Authorization or any failure to comply with any term or requirement of any Company Business Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Business Authorization. None of the Company Business Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of Since January 1, 2014, the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices written, or to the knowledge of the Company, oral, notice regarding any violation with respect to, any Applicable Legal Requirement with respect to the conduct Business, except, in each case, for any such violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of its businessthe Company, or the ownership or operation Subsidiaries or, to the knowledge of its business. Neither the Company, the Company nor any Representatives, while acting on behalf of its Subsidiaries, nor any director, officer or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or the Subsidiaries, has, to the extent constituting a material violation of Applicable Legal Requirements, (i) given, offered, paid, promised to pay or authorized any bribe, payoff, kickback or other improper payment to any Person, private or public, regardless of its Subsidiaries), whether directly form or indirectly, has (ii) given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for value with the purpose of securing any improper advantage, influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain official or direct businessemployee of any Governmental Entity, to any (iA) governmental official or employeeemployee of any Governmental Entity, (iiB) political party or candidate thereofthereof or (C) other Person, (iii) Person in any such case, while knowing that all or a portion of such money or thing of value would be given or offered to a governmental an official or employee of any Governmental Entity or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the The Company and each Subsidiary has obtained each federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certificationregistration, registration certificate of public convenience and necessity or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its material assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for and material to the operation of the Company’s or any Subsidiary’s business Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certificationsregistrations, registrations certificates of public convenience and necessity, and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, except where the failure to obtain or maintain such Company Authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither The Company and the Subsidiaries are in compliance with the terms of the Company Authorizations, except where failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, as of the Agreement Date, neither the Company nor any Subsidiary has received any notice or other communication from any Governmental Entity regarding (iA) any actual or possible violation of a Legal Requirement Company Authorization, any audit, inquiry or investigation concerning compliance with any Company Authorization Authorization, or any failure to comply with any term or requirement of any Company Authorization or (iiB) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of of, any Company Authorization, except, in each case, where failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the material Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation Transactions. Neither the Company nor any Subsidiary is subject to any Order, enforcement action or audit that materially and adversely affects the Business or the ownership or use of its assets or properties. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company has no Liability for non-compliance with, or fees or contributions required to be paid to the Universal Service Fund, the Telecommunications Relay Service Fund, the North American Numbering Plan Administration, Local Number Portability, or other fee obligations applicable under the rules of the transactions contemplated by this AgreementFederal Communications Commission.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its business, or the ownership or operation of its business. No event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a material violation by the Company or any Subsidiary of, or a failure on the part of the Company or any Subsidiary to comply with, any Legal Requirement. Neither the Company nor any of its Subsidiaries, nor any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiaries), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary has obtained each federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. Neither Since 2009, neither the Company nor any Subsidiary has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of a Legal Requirement law or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any 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. Neither the Company nor any of its SubsidiariesSubsidiary, nor any director, officer or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its SubsidiariesSubsidiary), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary has obtained each federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business or the holding of any such interest in each case except for such consents, licenses, permits grants and other authorizations the failure to obtain would not be material to the business of the Company and the Subsidiaries taken as a whole (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), and all . All of the Company Authorizations are in full force and effect. Neither the Company nor any Subsidiary has received any notice or other written communication from any Governmental Entity regarding (i) any actual or possible alleged violation of a Legal Requirement law or any Company Authorization or any failure to comply with any material term or requirement of any Company Authorization or (ii) any actual or possible threatened revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None of the Company Authorizations will be terminatedterminated or materially impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its businessthe Business, or the ownership or operation of its businessthe Business where the violation of which would result in a material effect on the Company. Neither the Company nor any of its Subsidiaries, nor any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiaries), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary has obtained each federal, provincial, territorialnational, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its material assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), except where the failure to so obtain would not result in a Material Adverse Effect on the Company, and all of the Company Authorizations are in full force and effect. Neither the Company nor any Subsidiary has received any written notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of a any Legal Requirement Requirements or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of the The Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its business, or the ownership or operation of its business. Neither None of the Company nor any of its Subsidiaries, nor or any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its SubsidiariesCompany), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, thereof or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the The Company and each Subsidiary has obtained each federal, provincial, territorial, state, municipal, county, local or foreign material governmental consent, license, permit, grant, certification, registration grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), and all of the . The Company Authorizations are in full force and effect. Neither the The Company nor any Subsidiary has not received any notice or other communication from any Governmental Entity regarding (iA) any actual or possible violation of a Legal Requirement law or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (iiB) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None The Company has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminatedterminated or materially impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of Since January 1, 2010, the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices written, or to the knowledge of the Company, oral, notice regarding any violation or alleged violation with respect to, any Applicable Legal Requirement with respect to the conduct of its businessBusiness, or the ownership or operation of its business. Neither except as would not reasonably be expected to be material to the Company nor any of its and the Subsidiaries, nor any directortaken as a whole. Except for gifts of immaterial value, officer or employee thereof (in their capacities as such or relating to their employmentnone of the Company, services or relationship with the Subsidiaries and the Company or any of its Subsidiaries), whether directly or indirectly, Representatives has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for value with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain official or direct businessemployee of any Governmental Entity, to any (i) governmental official or employeeemployee of any Governmental Entity, (ii) political party or candidate thereof, thereof or (iii) Person other Person, in any such case, while knowing that all or a portion of such money or thing of value would be given or offered to a governmental an official or employee of any Governmental Entity or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the The Company and each Subsidiary has obtained each federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its material assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for and material to the operation of the Company’s or any Subsidiary’s business Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, except where the failure to obtain or maintain such Company Authorizations would not reasonably be expected to be material to the Company and the Subsidiaries, taken as a whole. Neither The Company and the Subsidiaries are in compliance in all material respects with the terms of the Company Authorizations. As of the Agreement Date, neither the Company nor any Subsidiary has received any written, or to the knowledge of the Company, oral, notice or other communication from any Governmental Entity regarding (iA) any actual or possible alleged violation of a Applicable Legal Requirement Requirements or any Company Authorization or any failure to comply in all material respects with any term or requirement of any Company Authorization or (iiB) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization, except as would not reasonably be expected to be material to the Company and the Subsidiaries, taken as a whole. None of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary of its Subsidiaries has complied in all material respects with, is not in material violation of, and has not received any notices written notices, or to the knowledge of the Company, oral notice, of violation (which remain uncured or are pending) with respect to, any Legal Requirement with respect to the conduct of its business, or the ownership or operation of its business, except as would not be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries, nor any director, officer officer, or any Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiaries), whether directly or indirectlythereof, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary of its Subsidiaries has obtained each federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary of its Subsidiaries currently operates or holds any interest in any of its material assets or properties properties, or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s of its Subsidiaries’ business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”)) except for any failure to hold a Company Authorization that would not be material to the Company and its Subsidiaries, taken as a whole, and all of the Company Authorizations are in full force and effecteffect except as would not be material to the Company and its Subsidiaries, taken as a whole. The Company and its Subsidiaries are in compliance in all material respects with the terms of the Company Authorizations. Neither the Company nor any Subsidiary of its Subsidiaries has received any written or, to the knowledge of the Company, oral notice or other communication from any Governmental Entity regarding (i) any actual or possible alleged violation of a Legal Requirement law or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization Authorization, or (ii) any actual or possible threatened revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or adverse modification of any Company Authorization, in each case, which remains uncured or is pending. None of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this AgreementAgreement except to the extent that such termination or impairment would not be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries is subject to any order, decree or injunction that materially and adversely affects its business or the ownership or use of its assets or properties.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its businessthe Business, or the ownership or operation of its businessthe Business where the violation of which would result in a material effect on the Company. Neither the Company nor any of its Subsidiaries, nor any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiaries), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary has obtained each federal, provincial, territorialnational, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its material assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), except where the failure to so obtain would not result in a material effect on the Company, and all of the Company Authorizations are in full force and effect. Neither the Company nor any Subsidiary has received any written notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of a Legal Requirement law or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary its Subsidiaries has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its business, or the ownership or operation of its business. Neither the Company nor business and any of its assets or properties, except to the extent that such failure to so comply or be in material compliance would not reasonably be expected to result in Liability that is material to the Company and its Subsidiaries, nor any director, officer or employee thereof (in their capacities taken as such or relating to their employment, services or relationship with a whole. None of the Company or any of its Subsidiaries), whether directly or indirectlyany director, officer, Affiliate or employee thereof, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of unlawfully influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to unlawfully use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be unlawfully given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary its Subsidiaries has obtained each material federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary of its Subsidiaries currently operates or holds any interest in any of its material assets or properties properties, or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation in all material respects of the Company’s 's or any Subsidiary’s of its Subsidiaries' business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “"Company Authorizations”"), and all of the Company Authorizations are in full force and effect. Neither The Company has made available to Parent true, correct and complete copies of each Company Authorization. The Company and the Subsidiaries are in compliance in all material respects with the terms of the Company nor Authorizations. None of the Company or any Subsidiary of its Subsidiaries has received any written notice or other communication from any Governmental Entity regarding (i) any actual or possible alleged violation of a Legal Requirement or any Company Authorization or any failure to comply with any material term or requirement of any Company Authorization Authorization, or (ii) any actual or possible alleged revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement. None of the Company or any of its Subsidiaries is subject to any Judgment that materially and adversely affects of its business or the ownership or use of its assets or properties.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its businessthe Business, or the ownership or operation of its businessthe Business. Neither the Company nor any of its Subsidiaries, Subsidiaries nor any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiaries), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) . Each of the Company and each Subsidiary has obtained each material federal, provincial, territorialnational, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its material assets or properties where the failure to obtain such Company Authorizations could reasonably be expected to result in a material Liability to the Company or any Subsidiary or their respective business, assets and properties or materially affect the Company's ability to operate the Business as currently conducted or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business Business or the holding of any such interest where the failure to obtain such Company Authorizations could reasonably be expected to result in a material Liability to the Company or any Subsidiary or their respective business, assets and properties or materially affect the Company's ability to operate the Business as currently conducted (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “"Company Authorizations”"), and all of the such Company Authorizations are in full force and effect. Neither the Company nor any Subsidiary has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of a Legal Requirement law or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its business, or the ownership or operation of its business. Neither the Company nor any of its Subsidiaries, nor any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiaries), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary has obtained each federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), and all of except to the extent that the failure to obtain any Company Authorization could not be material to the Company or such Subsidiary. All such Company Authorizations are in full force and effect. Neither the Company nor any Subsidiary has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of a Legal Requirement law or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices notice of violation with respect to, any Legal Requirement with respect to the conduct of its business, or the ownership or operation of its business, except to the extent that such failure to so comply or be in material compliance would not result in Liability having a Material Adverse Effect on the Company. Neither the Company nor any of its SubsidiariesSubsidiary, nor any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiaries), whether directly or indirectlythereof, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of unlawfully influencing any act or decision of the recipient in his or her official capacity, including for capacity or unlawfully inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be unlawfully given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary has obtained each material federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its material assets or properties properties, or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation in all material respects of the Company’s or any Subsidiary’s business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), except for such Company Authorizations the failure of which to be so obtained or in effect would not result in a Material Adverse Effect on the Company, and all of the Company Authorizations are in full force and effect, except for such Company Authorizations the failure of which to be so obtained would not result in a Material Adverse Effect on the Company. The Company and the Subsidiaries are in compliance in all material respects with the terms of the Company Authorizations. Neither the Company nor any Subsidiary has received any notice or other written communication from any Governmental Entity regarding (i) any actual or possible alleged violation of a Legal Requirement Requirements or any Company Authorization or any failure to comply with any material term or requirement of any Company Authorization Authorization, or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement, except for such Company Authorizations the loss of which would not result in a Material Adverse Effect on the Company.

Compliance with Laws; Governmental Permits. (a) Each of Since the Reference Date, the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices written, or to the knowledge of the Company, oral, notice regarding any violation with respect to, any Applicable Legal Requirement with respect to the conduct Business, except, in each case, for any such violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since the Reference Date, none of its businessthe Company, or the ownership or operation Subsidiaries or, to the knowledge of its business. Neither the Company, the Company nor any Representatives, while acting on behalf of its Subsidiaries, nor any director, officer or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or the Subsidiaries, has, to the extent constituting a violation of Applicable Legal Requirements that has had or would reasonably be expected to have a Material Adverse Effect, (i) given, offered, paid, promised to pay or authorized any bribe, payoff, kickback or other improper payment to any Person, private or public, regardless of its Subsidiaries), whether directly form or indirectly, has (ii) given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for value with the purpose of securing any improper advantage, influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain official or direct businessemployee of any Governmental Entity, to any (iA) governmental official or employeeemployee of any Governmental Entity, (iiB) political party or candidate thereofthereof or (C) other Person, (iii) Person in any such case, while knowing that all or a portion of such money or thing of value would be given or offered to a governmental an official or employee of any Governmental Entity or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each Since the Reference Date, the Company and each Subsidiary has complied with, and is not in violation of, Anti-Corruption Laws, except, in each case, for any such violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since the Reference Date, neither the Company nor any Subsidiary has received any written or, to the knowledge of the Company, oral notice with respect to any violation of Anti-Corruption Laws. The Company and each Subsidiary has implemented and maintained in effect policies and procedures reasonably designed to ensure compliance by the Company and each Subsidiary of the Company, and their respective Representatives, with Anti-Corruption Laws, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no pending or, to the knowledge of the Company, threatened claims or Legal Proceedings against the Company or any Subsidiary of the Company, or any of their respective Representatives (in their capacities as such or relating to their employment, services or relationship with the Company or any Subsidiary), related to Anti-Corruption Laws, and, to the knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company or any Subsidiary of the Company, or any of their respective Representatives, that would reasonably be expected to give rise to any future claims with respect to Anti-Corruption Laws, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any correspondence between the Company or any Subsidiary and any Governmental Entity concerning Anti-Corruption Laws has been disclosed to Parent; provided that, with respect to any such correspondence sent or received by the Company or any Subsidiary prior to the Reference Date, the representations and warranties contained in this sentence shall be to the knowledge of the Company. (c) Since the Reference Date, the Company and each Subsidiary has obtained each federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certificationregistration, registration certificate of public convenience and necessity or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its material assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certificationsregistrations, registrations certificates of public convenience and necessity, and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, except where the failure to obtain or maintain such Company Authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither The Company and the Subsidiaries are in compliance with the terms of the Company Authorizations, except where failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since the Reference Date until the Original Agreement Date, neither the Company nor any Subsidiary has received any written, or to the knowledge of the Company, oral, notice or other communication from any Governmental Entity regarding (iA) any actual or possible violation of a Legal Requirement Company Authorization, any audit, inquiry or investigation concerning compliance with any Company Authorization Authorization, or any failure to comply with any term or requirement of any Company Authorization or (iiB) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of of, any Company Authorization. None of the Company Authorizations will be terminated, or will become terminableexcept, in whole each case, where failure to be in compliance would not, individually or in partthe aggregate, directly as reasonably be expected to have a result of the consummation of the transactions contemplated by this AgreementMaterial Adverse Effect.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary Acquired Companies has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its businessthe Business, or the ownership or operation of its businessthe Business Assets. Neither the Company nor No event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a material violation by any of its Subsidiariesthe Acquired Companies of, or a failure on the part of any of the Acquired Companies to comply with, any Legal Requirement. None of the Acquired Companies, nor any director, officer manager officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the an Acquired Company or any of its Subsidiariesthe Business), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary Acquired Companies has obtained each material federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which any of the Company or any Subsidiary Acquired Companies currently operates or holds any interest in any of its assets or properties the Business Assets or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Business Authorizations”), and all of the Company Business Authorizations are in full force and effect. Neither None of the Company nor any Subsidiary Acquired Companies has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of a Legal Requirement Requirements or any Company Business Authorization or any failure to comply with any term or requirement of any Company Business Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Business Authorization. None of the Company material Business Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any written notices of violation with respect to, any Legal Requirement with respect to the conduct of its business, or the ownership or operation of its business. Neither the Company nor any of its SubsidiariesSubsidiary, nor any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its SubsidiariesSubsidiary), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary has obtained each federal, provincial, territorial, state, municipal, county, local or foreign material governmental consent, business license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business or the holding of any such interest in each case except for such consents, licenses, permits grants and other authorizations the failure to obtain would not be material to the business of the Company and the Subsidiaries taken as a whole (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), and all . All of the Company Authorizations are in full force and effect. Neither the Company nor any Subsidiary has received any notice or other written communication from any Governmental Entity regarding (i) any actual or possible material violation of a Legal Requirement law or any Company Authorization or any material failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None of the Company Authorizations will be terminatedterminated or materially impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its business, business or the ownership or operation of its businessbusiness (including the keeping of all required registers and timely filing or delivery of all required documents under the provisions of any applicable Legal Requirement). Neither the Company nor any of its Subsidiaries, nor any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiaries), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary has obtained each federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s 's or any Subsidiary’s 's business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”"COMPANY AUTHORIZATIONS"), and all of the Company Authorizations are in full force and effect. Neither the Company nor any Subsidiary has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of a Legal Requirement law or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of Since the Reference Date, the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices written, or to the knowledge of the Company, oral, notice regarding any violation with respect to, any Applicable Legal Requirement with respect to the conduct Business, except, in each case, for any such violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since the Reference Date, none of its businessthe Company, or the ownership or operation Subsidiaries or, to the knowledge of its business. Neither the Company, the Company nor any Representatives, while acting on behalf of its Subsidiaries, nor any director, officer or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or the Subsidiaries, has, to the extent constituting a violation of Applicable Legal Requirements that has had or would reasonably be expected to have a Material Adverse Effect, (i) given, offered, paid, promised to pay or authorized any bribe, payoff, kickback or other improper payment to any Person, private or public, regardless of its Subsidiaries), whether directly form or indirectly, has (ii) given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for value with the purpose of securing any improper advantage, influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain official or direct businessemployee of any Governmental Entity, to any (iA) governmental official or employeeemployee of any Governmental Entity, (iiB) political party or candidate thereofthereof or (C) other Person, (iii) Person in any such case, while knowing that all or a portion of such money or thing of value would be given or offered to a governmental an official or employee of any Governmental Entity or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each Since the Reference Date, the Company and each Subsidiary has complied with, and is not in violation of, Anti-Corruption Laws, except, in each case, for any such violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since the Reference Date, neither the Company nor any Subsidiary has received any written or, to the knowledge of the Company, oral notice with respect to any violation of Anti-Corruption Laws. The Company and each Subsidiary has implemented and maintained in effect policies and procedures reasonably designed to ensure compliance by the Company and each Subsidiary of the Company, and their respective Representatives, with Anti-Corruption Laws, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no pending or, to the knowledge of the Company, threatened claims or Legal Proceedings against the Company or any Subsidiary of the Company, or any of their respective Representatives (in their capacities as such or relating to their employment, services or relationship with the Company or any Subsidiary), related to Anti-Corruption Laws, and, to the knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company or any Subsidiary of the Company, or any of their respective Representatives, that would reasonably be expected to give rise to any future claims with respect to Anti-Corruption Laws, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any correspondence between the Company or any Subsidiary and any Governmental Entity concerning Anti-Corruption Laws has been disclosed to Parent; provided that, with respect to any such correspondence sent or received by the Company or any Subsidiary prior to the Reference Date, the representations and warranties contained in this sentence shall be to the knowledge of the Company. (c) Since the Reference Date, the Company and each Subsidiary has obtained each federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certificationregistration, registration certificate of public convenience and necessity or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its material assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certificationsregistrations, registrations certificates of public convenience and necessity, and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, except where the failure to obtain or maintain such Company Authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither The Company and the Subsidiaries are in compliance with the terms of the Company Authorizations, except where failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since the Reference Date until the Agreement Date, neither the Company nor any Subsidiary has received any written, or to the knowledge of the Company, oral, notice or other communication from any Governmental Entity regarding (iA) any actual or possible violation of a Legal Requirement Company Authorization, any audit, inquiry or investigation concerning compliance with any Company Authorization Authorization, or any failure to comply with any term or requirement of any Company Authorization or (iiB) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of of, any Company Authorization. None of the Company Authorizations will be terminated, or will become terminableexcept, in whole each case, where failure to be in compliance would not, individually or in partthe aggregate, directly as reasonably be expected to have a result of the consummation of the transactions contemplated by this AgreementMaterial Adverse Effect.

Compliance with Laws; Governmental Permits. (a) Each of Except with respect to the matters that are specifically covered by the representations and warranties in Sections 2.12, 2.13, 2.14, 2.15, and 2.21, the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any written notices of violation with respect to, any Legal Requirement with respect to the conduct of its business, or the ownership or operation of its business. Neither the Company nor any of its SubsidiariesCompany, nor to the knowledge of the Company, any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its SubsidiariesCompany), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of Except with respect to the matters that are specifically covered by the representations and warranties in Section 2.12(bb), the Company and each Subsidiary has obtained each federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other similar authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business as currently conducted or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), and all of the such Company Authorizations are in full force and effect. Neither the The Company nor any Subsidiary has not received any written notice or other written communication from any Governmental Entity regarding (i) any actual or possible violation of a Legal Requirement law or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None To the knowledge of the Company, none of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of the Company Purchaser and each Subsidiary its Affiliates has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any material Legal Requirement with respect to the conduct of its business, or the ownership or operation of its business. Neither the Company nor any No event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of its Subsidiaries, nor any director, officer time) constitute or employee thereof (result in their capacities as such or relating to their employment, services or relationship with the Company a material violation by Purchaser or any of its Subsidiaries)Affiliates of, whether directly or indirectly, has given, offered, paid, promised a failure on the part of Purchaser or any of its Affiliates to pay or authorized payment of any moneycomply with, any gift or anything of value, for the purpose of influencing any act or decision of the recipient in his or her official capacity, including for the purpose of securing an improper advantage in order to obtain, retain or direct business, to any (i) governmental official or employee, (ii) political party or candidate thereof, (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employeematerial Legal Requirement. (b) Each of the Company Purchaser and each Subsidiary its Affiliates has obtained each federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company Purchaser or any Subsidiary such Affiliate currently operates or holds any interest in any of its assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any SubsidiaryPurchaser’s business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Purchaser Authorizations”), and all of the Company Purchaser Authorizations are in full force and effect, except if the failure to so obtain would not have a Material Adverse Effect. Neither the Company nor None of Purchaser or any Subsidiary of its Affiliates has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of a Legal Requirement law or any Company Purchaser Authorization or any failure to comply with any term or requirement of any Company Purchaser Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Purchaser Authorization, and to the knowledge of Purchaser, no such notice or other communication is forthcoming, other than with respect to violations which would not have a Material Adverse Effect. Each of Purchaser and its Affiliates has complied in all material respects with all of the terms of the Purchaser Authorizations. None of the Company Purchaser Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of Since January 1, 2012, the Company and each Subsidiary has complied been in compliance in all material respects with, is not in material violation of, and has not received any 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. Neither the Company nor any of its SubsidiariesSubsidiary, nor or any director, officer or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its SubsidiariesSubsidiary), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, thereof or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary has obtained each federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business or the holding of any such interest in each case except for such consents, licenses, permits, grants and other authorizations the failure to obtain would not be material to the business of the Company (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), and all of the . The Company Authorizations are in full force and effect. Neither the Company nor any Subsidiary has received any written notice or other communication from any Governmental Entity regarding (iA) any actual or possible violation of a Legal Requirement law or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (iiB) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None of the Company Authorizations will be terminatedterminated or materially impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its businessBusiness, or the ownership or operation of its business. No event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a material violation by the Company or any Subsidiary of, or a failure on the part of the Company or any Subsidiary to comply with, any Legal Requirement. Neither the Company nor any of its Subsidiaries, nor any director, officer officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiaries), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for with the purpose of influencing any act or decision of the recipient in his or her official capacity, including for capacity or inducing the purpose recipient to use his or her influence to affect an act or decision of securing an improper advantage in order to obtain, retain a government official or direct businessemployee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee. (b) Each of the Company and each Subsidiary has obtained each material federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. Neither the Company nor any Subsidiary has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of a Legal Requirement law or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, non-renewal termination or modification of any Company Authorization. None of the Company Authorizations will be terminatedterminated or impaired, or will become terminable, in whole or in part, directly as a result of the consummation of the transactions contemplated by this Agreement.