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

Compliance with Laws; Governmental Permits. (a) Since the Prior Transaction Date, the Company and each of its Subsidiaries has complied in all material respects with, is not in violation in any material respect of, and has not received any material notices of material violation with respect to, Applicable Law. (b) The Company and each of its Subsidiaries has obtained each material federal, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any of its Subsidiaries currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, in each case except as would not have a Company Material Adverse Effect. (c) None of the Company nor any of its Subsidiaries has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible material violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Company Authorization, and to the Knowledge of the Company, no such notice or other communication is forthcoming. The Company and each of its Subsidiaries has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the completion of the Transactions, in each case except as would not be material to the Company and its Subsidiaries, taken as a whole.

Compliance with Laws; Governmental Permits. (a) Since the Prior Transaction Date, the The Company and each of its Subsidiaries has complied in all material respects with, is not (and has never been), in violation in any material respect of, and has not received any material notices of material violation with respect to, Applicable applicable Law. (b) The Company and each of its Subsidiaries has obtained each material federal, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any of its Subsidiaries Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business Company’s or any Subsidiary’s business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, in each case except as would not have a Company Material Adverse Effect. (c) None of . Neither the Company nor any of its Subsidiaries has received any written notice or other communication from any Governmental Entity regarding (iA) any actual or possible material violation of 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 or material modification of any Company Authorization, and to the Knowledge of the Company, no such notice or other communication is forthcoming. The Company and each of its Subsidiaries Subsidiary, as applicable, has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the completion consummation of the Transactions, in each case except as would not be material to the Company and its Subsidiaries, taken as a whole.

Compliance with Laws; Governmental Permits. (a) Since the Prior Transaction Date, the The Company and each of its Subsidiaries has complied in all material respects with, is not in violation in any material respect of, and has not received any material notices of material violation with respect to, Applicable Law. (b) The Company and each of its Subsidiaries has obtained each material federal, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any of its Subsidiaries currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, in each case except as would . The Company has not have a Company Material Adverse Effect. (c) None of the Company nor any of its Subsidiaries has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible material violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Company Authorization, and to the Knowledge knowledge of the Company, no such notice or other communication is forthcoming. The Company and each of its Subsidiaries has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the completion consummation of the Transactions, in each case except as would not be material to . (c) All outstanding securities of the Company have been offered and its Subsidiariesissued in compliance in all material respects with all applicable securities laws, taken as a wholeincluding the Securities Act and state “blue sky” laws.

Compliance with Laws; Governmental Permits. (a) Since the Prior Transaction Date, the Company Seller and each of its Subsidiaries Seller Subsidiary has complied in all material respects with, and is not in violation in any material respect of, and has not received any material notices of material violation Legal Requirement with respect toto the ownership or operation of the Purchased Assets, Applicable Lawexcept as would not result in a material liability with respect to the Purchased Assets. (b) The Company Seller and each of its Subsidiaries Seller Subsidiary has obtained each material federal, state, county, local or foreign governmental consent, license, permit, grant grant, franchise, certification, easement, variance, exception, approval or other authorization of a Governmental Entity (i) pursuant to which the Company or Seller and each Seller Subsidiary currently operates any of its Subsidiaries currently operates or holds any interest the Purchased Assets, except as would not result in any of its assets or properties or (ii) that is required for a material liability with respect to the conduct of the Business or the holding of any such interest Purchased Assets (all of the foregoing consents, licenses, permits, grants and grants, franchises, certifications, easements, variances, exceptions, approvals or other authorizations, collectively, the “Company Seller Authorizations”), and all of the Company Seller Authorizations are valid and in full force and effect, in each case except as would not have a Company Material Adverse Effect. (c) None of the Company . Neither Seller nor any of its Subsidiaries Seller Subsidiary has received any written notice or other communication from any Governmental Entity regarding any (i) any actual or possible material violation of a Legal Requirement or any Company Seller Authorization or any failure to comply with any term or requirement of any Seller Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Company Seller Authorization. To the knowledge of Seller, and to the Knowledge there is no threatened revocation, withdrawal, suspension, cancellation, termination or modification of the Company, no such notice or other communication is forthcoming. The Company and each of its Subsidiaries has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the completion of the Transactions, in each case except as would not be material to the Company and its Subsidiaries, taken as a wholeany Seller Authorization.

Compliance with Laws; Governmental Permits. (a) Since the Prior Transaction Date, Each of the Company and each of its Subsidiaries is in material compliance and in the past three (3) years prior to the date of this Agreement, has complied with and, except as would not reasonably be expected to result in all material respects withliability to the Company and its Subsidiaries taken as a whole, is not and has not been in violation in any material respect of, and has not received any material notices written notice or, to the Company’s knowledge, other communication regarding any actual or possible violation of material violation with respect to, Applicable Law. (b) The Each of the Company and each of its Subsidiaries has obtained each material federal, state, county, local or foreign governmental consent, license, permit, grant grant, or other authorization of a Governmental Entity (i) pursuant to which the Company or any of its Subsidiaries such Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants grants, and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. Schedule 2.7(b) of the Company Disclosure Letter sets forth a true, in correct and complete list of each case except as would not have a Company Material Adverse Effect. (c) None of Authorization, if any. Neither the Company nor any of its Subsidiaries has received any written notice or or, to the Company’s knowledge, other communication from any Governmental Entity regarding (i) any actual or possible material violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Company Authorization, and to the Knowledge knowledge of the Company, no such notice or other communication is forthcoming. The Company and each of its Subsidiaries has materially complied are in material compliance with all of the terms of the Company Authorizations Authorizations. The execution and none delivery of this Agreement does not, and the performance of obligations hereunder and thereunder and the consummation of the Company Authorizations Transactions will be terminated not contravene, conflict with or impairedresult in a violation of any of the terms or requirements of, or will become terminablegive any Governmental Entity the right to revoke, in whole withdraw, suspend, cancel, terminate or in partmodify, as a result of the completion of the Transactions, in each case except as would not be material to the Company and its Subsidiaries, taken as a wholeany Authorization.

Compliance with Laws; Governmental Permits. (a) Since the Prior Transaction Date, the The Company and each of its Subsidiaries has complied in all material respects with, is not in violation in any material respect of, and has not received any material notices of material violation with respect to, Applicable Law. (b) The Company and each of its Subsidiaries has obtained each material federal, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any of its Subsidiaries currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, except for those the failure of which to be in each case except as full force and effect would not reasonably be expected, individually or in the aggregate, to have a material and adverse impact on the Company. The Company Material Adverse Effect. (c) None of the Company nor any of its Subsidiaries has not received any written notice or other written communication from any Governmental Entity regarding (i) any actual or possible material alleged violation of any Company Authorization or (ii) any actual or possible alleged revocation, withdrawal, suspension, cancellation, termination or material modification of any Company AuthorizationAuthorization and, and to the Knowledge knowledge of the Company, no such notice or other communication is forthcoming. The Company and each of its Subsidiaries has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the completion consummation of the Transactions, in each case except as for such Company Authorization the termination of which would not reasonably be expected to have a material to and adverse impact on the Company and its Subsidiaries, taken as a wholeCompany.

Compliance with Laws; Governmental Permits. (a) Since the Prior Transaction Date, the The Company and each of its Subsidiaries has complied in all material respects with, is not in material violation in any material respect of, and has not received any material notices written or, to the knowledge of the Company, other notice of a material violation with respect to, Applicable Law. (b) The Company holds, and has at all times held and maintained, each of its Subsidiaries has obtained each material federal, state, county, local or foreign governmental consent, license, permission, consent, permit, grant or other authorization and approval (including having exercised relevant passporting rights) of a Governmental Entity (i) pursuant to which the Company or any of its Subsidiaries currently operates or holds any interest in any of its assets or properties or (ii) that is required to carry on the activities required for or in connection with the carrying on of the conduct of the Business as required by all Applicable Laws in the places and in the manner in which the Business of the Company is carried on or the holding of any such interest (all of the foregoing consents, licenses, permissions, consents, permits, grants and other authorizationsauthorizations and approvals, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, are not limited in duration or subject to any conditions and have been complied with in all material respects. Schedule 2.8(b) of the Company Disclosure Letter identifies each case except as would not have a Company Material Adverse EffectAuthorization. (c) None The Company has not received any written (or, to the knowledge of the Company nor Company, any of its Subsidiaries has received any other) notice or other written (or, to the knowledge of the Company, any other) communication from any Governmental Entity regarding (i) any actual or possible material violation of any Company Authorization or (ii) any actual or possible revocation, non-renewal, withdrawal, suspension, cancellation, termination or material modification of any Company AuthorizationAuthorization or any Company Authorization made subject to any restrictions, requirements or conditions, or which may confer a right of revocation, and to the Knowledge knowledge of the Company, no such information notice or other communication is forthcoming. The Company and each of its Subsidiaries has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated terminated, revoked or impaired, or will become terminable, in whole or in part, as a result of the completion consummation of the Transactions, in each case except as would not be material to the Company and its Subsidiaries, taken as a whole.

Compliance with Laws; Governmental Permits. (a) Since Except as expressly disclosed in Schedule 2.8(c) of the Prior Transaction DateCompany Disclosure Letter, the Company and each of its Subsidiaries has complied in all material respects with, is not in violation in any material respect of, and has not received any material notices written notice or other formal communication of material violation with respect to, Applicable Lawany Laws. (b) The Company and each of its Subsidiaries has obtained each material federal, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (each a “Company Authorization”) (i) pursuant to which the Company or any of its Subsidiaries currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business Business, including commercializing any TissueCypher Tests, or the holding of any such interest (all interest, in each case, except for any such Company Authorizations where a failure of the foregoing consents, licenses, permits, grants and other authorizations, collectively, Company to obtain same would not be material to the “Company Authorizations”)or the Business, and all of the Company Authorizations are in full force and effect, in each case except as would not have a Company Material Adverse Effect. (c. Schedule 2.8(b) None of the Company nor any Disclosure Letter sets forth a complete list of its Subsidiaries all such Company Authorizations. The Company has not received any written notice or other formal communication from any Governmental Entity regarding (i) any actual or possible material violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Company Authorization, and to the Knowledge of the Company, no such notice or other communication is forthcoming. The Company and each of its Subsidiaries has materially complied with all of the terms of the Company Authorizations and none Authorizations. None of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the completion consummation of the Transactions. (c) Except as expressly disclosed in Schedule 2.8(c) of the Company Disclosure Letter, Company has been in compliance with all applicable Health Laws, including those relating to laboratory developed tests and (i) all products under development by or on behalf of the Company have been researched, developed, tested, manufactured, handled, labeled, packaged, stored, supplied, distributed, imported, and exported, as applicable in compliance with applicable Health Laws; and (ii) all clinical trials conducted by or on behalf of the Company have been conducted in compliance with applicable protocols, procedures and applicable Health Laws. Without limiting the generality of the foregoing, the Company is, and has been at all times required by Law, duly certified in accordance with CLIA. The certificates of compliance issued under CLIA, and copies of the most recent survey reports, including a list of deficiencies, if any, and proficiency test results, are provided in Schedule 2.8(c) of the Company Disclosure Letter. The Company is in compliance with all applicable CLIA requirements, and no suspension, revocation, termination, sanction, corrective action or limitation of any CLIA is pending or, to the Company’s knowledge, is threatened. The Company is in compliance with all state licensure requirements to conduct testing in its laboratories and with respect to laboratory personnel. The Company is in compliance with all applicable Health Laws regarding registration, license, and certification for each case except as site at which a Company Product is manufactured, labeled, or distributed. The Company has, and has maintained, a compliance program consistent with the Office of Inspector General of the U.S. Department of Health and Human Services model compliance program guidance for clinical laboratories. The coding, billing and collection practices of the Company are in material compliance with all applicable Health Laws and rules and regulations of all applicable third party payor programs, including Federal Health Care Programs. The Company has not been and is currently not subject to any audit, investigation, corrective action plan, or recoupment action by any third party payor program. All results of TissueCypher Tests provided in reports to patients or providers were produced by the Company using patient samples processed in the Company’s wet laboratory, entered in the Company’s systems and generated through the Company’s proprietary algorithms included in the Company Software without any falsified data. (d) The Company is not subject to any enforcement, regulatory, or administrative proceedings by the FDA or any other Governmental Entity relating to or arising under any applicable Health Law and, to the knowledge of the Company, no such proceedings have been threatened. There is no civil, criminal, or administrative action, suit, demand, claim, complaint, hearing, investigation, demand letter, warning letter, proceeding, or request for information pending against the Company, and the Company has no liability (whether actual or contingent) for failure to comply with any applicable Health Laws. To the knowledge of the Company, there is no act, omission, event, or circumstance that would reasonably be expected to give rise to or lead to any such action, suit, demand, claim, complaint, hearing, investigation, notice, demand letter, warning letter, proceeding, or request for information or any such liability pertaining to noncompliance with any applicable Health Laws. There has not been any violation of any Health Laws by the Company in its product development efforts, submissions, record keeping, and reports to any Governmental Entity that could reasonably be material expected to require or lead to investigation, corrective action, or enforcement, regulatory, or administrative action. There are no civil or criminal proceedings relating to the Company or, to the knowledge of the Company, any of the Company’s employees which involve a matter within or related to any Health Laws. (e) The Company represents that it has never, and, to the knowledge of the Company, none of its employees or other Persons engaged by the Company have ever committed a wrongful act for which FDA has or could invoke its Fraud, Untrue Statements of Material Facts, Bribery, And Illegal Gratuities Final Policy, referred to as the Application Integrity Policy, as set forth in the Federal Register on September 10, 1991, at 56 Fed. Reg. 46191 or made an untrue statement of a material fact or fraudulent statement, failed to disclose a material fact, or committed any other act that establishes a reasonable basis for any other Governmental Entity to invoke a similar policy under applicable Health Laws. (f) The Company represents that it has never been, and to the knowledge of the Company, that none of its Subsidiariesofficers, taken directors, employees or other Persons engaged by the Company have ever been, (a) debarred (under the provisions of the Generic Drug Enforcement Act of 1992, 21 U.S.C. §335a (a) and (b)), (b) convicted of a crime for which a person can be debarred, (c) threatened to be debarred, (d) indicted for a crime or otherwise engaged in conduct for which a person can be debarred (e) engaged in any activities that are prohibited by or cause for criminal or civil penalties or mandatory or permissive exclusion from Medicare, Medicaid or any other state or Federal Health Care Program under, or has been convicted of any criminal offense relating to the delivery of an item or service under any federal healthcare program (as defined at 42 U.S.C. §1320a-7b(f)) or 1395nn, 5 U.S.C. § 8901 et seq. (the Federal Employees Health Benefits program statute) (“Federal Health Care Programs”), (f) has been debarred, excluded or suspended from or otherwise rendered ineligible for participation in any Federal Health Care Program, or (g) has had a wholecivil monetary penalty assessed against it, him or her under Section 1128A of the Social Security Act.

Compliance with Laws; Governmental Permits. (a) Since the Prior Transaction DateJanuary 1, 2016, the Company and each of its Subsidiaries has complied in all material respects with, is not (and has never been), in violation in any material respect of, and has not received any material written or, to the Company’s Knowledge, other notices of material violation with respect to, Applicable applicable Law. (b) The Company and each of its Subsidiaries has obtained each material U.S. federal, state, county, local or foreign non-U.S. governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any of its Subsidiaries Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business Company’s or any Subsidiary’s business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, except for failures to obtain licenses or maintain licenses in each case except as would not have a Company Material Adverse Effect. (c) None of full force and effect that are, individually or in the aggregate, de minimis. Since January 1, 2016, neither the Company nor any of its Subsidiaries has received any written notice or or, to the Company’s Knowledge, other communication from any Governmental Entity regarding (iA) any actual or possible material violation of 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 or material modification of any Company Authorization, and to the Knowledge of the Company, no such notice or other communication is forthcoming. The Company and each of its Subsidiaries Subsidiary, as applicable, has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the completion consummation of the Transactions, in each case except as would not be material to for non-compliance by the Company and its Subsidiariesthat is, taken as a wholeindividually or in the aggregate, de minimis.

Compliance with Laws; Governmental Permits. (a) Since the Prior Transaction Date, the The Company and each of its Subsidiaries has complied in all material respects with, is not (and has never been), in violation in any material respect of, and has not received any material notices of material violation with respect to, Applicable Lawapplicable Law the failure to comply with which would result in a Company Material Adverse Effect. This Section 3.4 shall not apply to compliance or violations relating to a Company Employee Plan, as such is addressed in Section 3.11. (b) The Company and each of its Subsidiaries has obtained each material federal, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any of its Subsidiaries currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business Company’s business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, in each case except as would . The Company has not have a Company Material Adverse Effect. (c) None of the Company nor any of its Subsidiaries has received any written notice or other communication from any Governmental Entity regarding (iA) any actual or possible material violation of 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 or material modification of any Company Authorization, and to the Knowledge of the Company, no such notice or other communication is forthcoming. The Company and each of its Subsidiaries has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the completion consummation of the Transactions, Sale. (c) The representations and warranties set forth in each case except as would this Section 3.4 do not be material apply with respect to the Company and its Subsidiaries, taken as a wholeTaxes.

Compliance with Laws; Governmental Permits. (a) Since the Prior Transaction Date, the The Company and each of its Subsidiaries has complied in all material respects with, is not in material violation in any material respect of, and has not (and Parent has not) received any material notices of material violation with respect to, Applicable Lawany Legal Requirement with respect to the conduct of its Business, or the ownership or operation of its Business. To the knowledge of Company and Parent, 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 of, or a failure on the part of the Company to comply in all material respects with, any Legal Requirement. (b) The Company and each of its Subsidiaries has obtained each material federal, state, county, local or foreign governmental consent, license, permit, grant grant, or other authorization of a Governmental Entity (i) pursuant to which the Company or any of its Subsidiaries currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct operation of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants grants, and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, in each case except as would not have a Company Material Adverse Effect. (c) None of . Neither Parent nor the Company nor any of its Subsidiaries has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible material violation of 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 or material modification of any Company Authorization, and to the Knowledge of the Company, no such notice or other communication is forthcoming. The Company and each of its Subsidiaries has materially complied with all of the terms of the Company Authorizations and none None of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the completion consummation of the Transactions, in each case except as would not be material to transactions contemplated by this Agreement or the Company and its Subsidiaries, taken as a wholePre-Closing Transfers.

Compliance with Laws; Governmental Permits. (a) Since the Prior Transaction Date, the The Company and each of its Subsidiaries has complied in all material respects with, is not in violation in any material respect aspect of, and has not received any material notices of material violation with respect to, Applicable Law. (b) The Company and each of its Subsidiaries has obtained each material federal, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any of its Subsidiaries currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, in each case except as would . The Company has not have a Company Material Adverse Effect. (c) None of the Company nor any of its Subsidiaries has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible material violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Company Authorization, and to the Knowledge knowledge of the Company, no such notice or other communication is forthcoming. The Company and each of its Subsidiaries has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the completion consummation of the TransactionsPurchase. (c) The Company is not, in each case except and is not required to be registered as, an “investment company” under the Investment Company Act of 1940, as would not be material to the Company and its Subsidiaries, taken as a wholeamended.

Compliance with Laws; Governmental Permits. (a) Since During the Prior Transaction Datepast three (3) years, the Company and each of its Subsidiaries has complied in all material respects with, is not in violation in any material respect of, and has not received any material notices notice or other communication of material violation with respect to, Applicable Law. (b) The Company and each of its Subsidiaries has obtained each material federal, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any of its Subsidiaries currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest interest, in each case, except such consents, licenses, permits, grants and other authorizations that the failure by the Company to obtain would not reasonably be expected to have a Material Adverse Effect on the Company (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, in each case except as would . The Company has not have a Company Material Adverse Effect. (c) None of the Company nor any of its Subsidiaries has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible material violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Company Authorization, and to the Knowledge knowledge of the Company, no such notice or other communication is forthcoming. The Company and each of its Subsidiaries has during the past three (3) years materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the completion consummation of the Transactions, in each case except as would not be material to the Company and its Subsidiaries, taken as a whole.

Compliance with Laws; Governmental Permits. (a) Since Except as set forth in Schedule 2.8 of the Prior Transaction DateCompany Disclosure Letter, the Company and each of its Subsidiaries has complied in all material respects with, is not in violation in any material respect of, and has not received any material notices of material violation with respect to, Applicable Lawany material 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 of, or a failure on the part of the Company to comply with, any material Legal Requirement. (b) The Company and each of its Subsidiaries has obtained each material federal, state, county, local or foreign governmental consent, license, permit, grant grant, or other authorization of a Governmental Entity (i) pursuant to which the Company or any of its Subsidiaries currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct operation of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants grants, and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, in each case except as if the failure to so obtain would not have a Company Material Adverse Effect. (c) None of the . The Company nor any of its Subsidiaries has not received any notice or other communication from any Governmental Entity regarding (i) any actual or possible material violation of 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 or material modification of any Company Authorization, and to the Knowledge knowledge of the Company, no such notice or other communication is forthcoming, other than with respect to violations which would not have a Material Adverse Effect. The Company and each of its Subsidiaries has materially complied in all material respects with all of the terms of the Company Authorizations and none Authorizations. None of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the completion consummation of the Transactions, in each case except as would not be material to the Company and its Subsidiaries, taken as a wholetransactions contemplated by this Agreement.

Compliance with Laws; Governmental Permits. (a) Since the Prior Transaction Date, the The Company and each of its the Company Subsidiaries has complied in all material respects with, is not in violation in any material respect of, and has not received any material notices notice of material violation with respect to, Applicable Law. (b) The Company and each of its the Company Subsidiaries holds, and has obtained at all times held and maintained, each material federal, state, county, local or foreign governmental consent, license, permission, consent, permit, grant or other authorization and approval (including having exercised relevant passporting rights) of a Governmental Entity (i) pursuant to which the Company or any of its the Company Subsidiaries currently operates or holds any interest in any of its assets or properties or (ii) that is required to carry on the activities required for or in connection with the carrying on of the conduct of the Business as required by all Applicable Laws in the places and in the manner in which the Business of the Company is carried on or the holding of any such interest (all of the foregoing consents, licenses, permissions, consents, permits, grants and other authorizationsauthorizations and approvals, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, are not limited in each case duration or subject to any conditions and have been complied with in all respects, except as where the failure to hold or maintain the Company Authorizations would not have a be material to the Company Material Adverse Effector any Company Subsidiary. Schedule 2.8(b) of the Company Disclosure Letter identifies each Company Authorization. (c) None of Neither the Company nor any of its the Company Subsidiaries has received any notice or other written communication from any Governmental Entity regarding (i) any actual or possible material violation of any Company Authorization or (ii) any actual or possible revocation, non-renewal, withdrawal, suspension, cancellation, termination or material modification of any Company AuthorizationAuthorization or any Company Authorization made subject to any restrictions, requirements or conditions, or which may confer a right of revocation, and to the Knowledge knowledge of the Company, no such notice or other communication is forthcoming. The Company and each of its the Company Subsidiaries has materially complied with all of the terms of the Company Authorizations Authorizations, and except as set forth on Schedule 2.8(c) of the Company Disclosure Letter, none of the Company Authorizations will be terminated terminated, revoked or impaired, or will become terminable, in whole or in part, as a result of the completion consummation of the Transactions, in each case except as would not be material to the Company and its Subsidiaries, taken as a whole.