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

Compliance with Laws; Governmental Permits. (a) The Company has at all times complied with and has not received any notice of violation with respect to any Applicable Law (other than compliance with Applicable Laws related to Intellectual Property and Data and Privacy, which are addressed solely in Sections 2.10 and 2.11, Tax, which is addressed solely in Section 2.12, and ERISA and other employee benefit, and employment and labor matters, which is addressed solely in Section 2.13). (b) The Company holds, and has at all times held and maintained, each 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 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 authorizations 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 respects. Schedule 2.8(b) of the Company Disclosure Letter identifies each Company Authorization. (c) The Company has not received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible revocation, non-renewal, withdrawal, suspension, cancellation, termination or modification of any Company Authorization or any Company Authorization made subject to any restrictions, requirements or conditions, or which may confer a right of revocation, and to the knowledge of the Company, no such information notice or other communication is forthcoming. The Company has complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated, revoked or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.

Compliance with Laws; Governmental Permits. (a) The Since the Lookback Date, each Acquired Company has at complied in all times complied with material respects with, is not in violation in any material respect of, and has not received any notice notices of any material violation from any Governmental Entity with respect to any to, Applicable Law (other than compliance with Applicable Laws related to Intellectual Property and Data and Privacy, which are addressed solely in Sections 2.10 and 2.11, Tax, which is addressed solely in Section 2.12, and ERISA and other employee benefit, and employment and labor matters, which is addressed solely in Section 2.13)Law. (b) Each Acquired Company has complied with all Public Health Recommendations in all material respects. Schedule 2.8(b) of the Company Disclosure Letter sets forth, as of the Original Agreement Date, a summary of all material measures relating to deferrals of payments requested from vendors or granted to customers, quarantine, shut down, closure, sequester and/or work force reduction that the Acquired Companies have taken since January 1, 2020 with respect to COVID-19. (c) The Company holds, and has at all times held and maintained, Acquired Companies have 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 Acquired Companies currently operates operate or holds hold any interest in any of its their 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 authorizations and approvalsauthorizations, collectively, the “Company Authorizations”), and all of the . All material 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 respects. Schedule 2.8(b2.8(c) of the Company Disclosure Letter identifies each contains a correct and complete list of all material Company Authorization. (c) The Authorizations. Since the Lookback Date, no Acquired Company has not received any written notice or other written communication from any Governmental Entity regarding (i) any actual or possible violation of any material Company Authorization or (ii) any actual or possible revocation, non-renewal, withdrawal, suspension, cancellation, termination or modification of any material Company Authorization or any Company Authorization made subject to any restrictions, requirements or conditions, or which may confer a right of revocationAuthorization, and to the knowledge of the Company, no such information notice or other communication none of the foregoing is forthcomingthreatened. The Each Acquired Company has complied in all material respects with all of the terms of the material Company Authorizations and none of the material Company Authorizations will be terminated, revoked terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.

Compliance with Laws; Governmental Permits. (a) The Company has at and each of its Subsidiaries, and all times directors, officers, and to the Knowledge of the Company, employees, agents, or third parties, in each case, acting on behalf of the Company and its Subsidiaries have complied with with, are not in violation of, and has since February 1, 2021, have not received any written, or to the Knowledge of the Company, oral, notice of regarding any default, violation or alleged violation with respect to to, any Applicable Law (other than compliance Legal Requirement or Privacy Obligation with Applicable Laws related respect to Intellectual Property and Data and Privacythe Business, which are addressed solely except as would not, individually or in Sections 2.10 and 2.11the aggregate, Tax, which is addressed solely in Section 2.12, and ERISA and other employee benefit, and employment and labor matters, which is addressed solely in Section 2.13)reasonably be expected to have a Material Adverse Effect. (b) The Company holds, and each of its Subsidiaries has at all times held and maintained, obtained each material federal, state, county, local or foreign governmental consent, license, permission, consent, permit, grant registration 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 for the activities required for or in connection with the carrying on of the conduct operation 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 registrations, and other authorizations and approvalsauthorizations, 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. The Company and its Subsidiaries are not limited in duration or subject to any conditions and have been complied compliance with in all respects. Schedule 2.8(b) the terms of the Company Disclosure Letter identifies Authorizations, 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 nor any of its Subsidiaries, employees, agents, or third parties, in each case, acting on behalf of the Company Authorization. (c) The Company and its Subsidiaries has not received any written, or to the Knowledge of the Company, oral, notice or other communication from any Governmental Entity regarding (iA) any actual violation of Applicable Legal Requirements or possible violation any Company Authorization, any audit, inquiry or investigation concerning compliance with Applicable Legal Requirements 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, non-renewal, withdrawal, suspension, cancellation, termination or modification of of, any Company Authorization Authorization, except, in each case, where failure to be in compliance would not, individually or any Company Authorization made subject in the aggregate, reasonably be expected to any restrictions, requirements or conditions, or which may confer have a right of revocation, and to the knowledge Material Adverse Effect. None of the Company, no such information notice or other communication is forthcoming. The Company has complied with all of the terms of the Company Authorizations and none of the material Company Authorizations will be terminated, revoked terminated or materially impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.

Compliance with Laws; Governmental Permits. (a) The Each Acquired Company has at complied since January 1, 2015 in all times complied with material respects with, is not in violation in any material respect of, and has not received any notice notices of violation from any Governmental Entity with respect to any to, Applicable Law (other than compliance with Applicable Laws related to Intellectual Property and Data and Privacy, which are addressed solely in Sections 2.10 and 2.11, Tax, which is addressed solely in Section 2.12, and ERISA and other employee benefit, and employment and labor matters, which is addressed solely in Section 2.13)Law. (b) Each Acquired Company has complied with all Public Health Recommendations in all material respects. Schedule 2.8(b) of the Company Disclosure Letter lists all material measures that the Acquired Companies have taken, as of the Agreement Date, since January 1, 2020 with respect to COVID-19, whether required by Public Health Recommendations or otherwise. (c) The Company holds, and has at all times held and maintained, Acquired Companies have obtained each 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 Acquired Companies currently operates operate or holds hold any interest in any of its their 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 authorizations and approvalsauthorizations, collectively, the “Company Authorizations”), except for where the failure to have obtained such Company Authorizations would not reasonably be expected to be material to the Acquired Companies, individually or in the aggregate, 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 respects. Schedule 2.8(b2.8(c) of the Company Disclosure Letter identifies each contains a complete and accurate list of all material Company Authorization. (c) The Authorizations. Since January 1, 2015, no Acquired Company has not received any written notice or other written communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible revocation, non-renewal, withdrawal, suspension, cancellation, termination or modification of any Company Authorization or any Company Authorization made subject to any restrictions, requirements or conditions, or which may confer a right of revocationAuthorization, and to the knowledge of the Company, no such information notice or other communication is forthcoming. The Each Acquired Company has complied in all material respects with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated, revoked terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.

Compliance with Laws; Governmental Permits. (a) The Company has at and its Subsidiaries have, in the past three years, complied in all times complied with material respects with, are not in violation in any material respect of, and has have not received any written notice or other formal communication in writing or, to the knowledge of the Company, oral communication, of violation with respect to to, any Applicable Law (other than compliance with Applicable Laws related to Intellectual Property and Data and Privacy, which are addressed solely in Sections 2.10 and 2.11, Tax, which is addressed solely in Section 2.12, and ERISA and other employee benefit, and employment and labor matters, which is addressed solely in Section 2.13)Laws. (b) The Company holds, and has at all times held and maintained, its Subsidiaries have obtained each 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 (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 to carry on the activities required for or in connection with the carrying on of the conduct of the Business as required by Business, including commercializing any IDgenetix Tests in all Applicable Laws in fifty states of the places United States and in the manner in which any other jurisdiction where the Business of the Company is carried on conducted, 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, permissions, consents, permits, grants and other authorizations and approvals, collectively, Company or its applicable Subsidiary 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, are not limited in duration or subject to any conditions and have been complied with in all respects. Schedule 2.8(b) of the Company Disclosure Letter identifies each sets forth a complete list of all such Company Authorization. (c) The Authorizations. None of the Company or any of its Subsidiaries has not received any written notice or other formal written communication or, to the knowledge of the Company, oral communication, from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible revocation, non-renewal, withdrawal, suspension, cancellation, termination or modification of any Company Authorization or any Company Authorization made subject to any restrictions, requirements or conditions, or which may confer a right of revocation, and to the knowledge of the Company, no such information notice or other communication is forthcomingAuthorization. The Company has and its Subsidiaries have, during the past three years, materially complied with all of the terms of the Company Authorizations and none Authorizations. None of the Company Authorizations will be terminated, revoked terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions. (c) Except as expressly disclosed in Schedule 2.8(c) of the Company Disclosure Letter, the Company and its Subsidiaries have, in the past three years, been in compliance with all Health Laws, including those relating to laboratory developed tests and CLIA certified laboratories 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; (ii) all clinical trials conducted by or on behalf of the Company or any of its Subsidiaries have been conducted in compliance with applicable protocols, procedures and applicable Health Laws. Without limiting the generality of the foregoing, the Company and its Subsidiaries are, and have 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 and its Subsidiaries are 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 and its Subsidiaries are in compliance with all state licensure requirements to conduct testing in its laboratories and with respect to laboratory personnel. The Company and its Subsidiaries are in compliance with all Health Laws regarding registration, license, and certification for each site at which a Company Product is manufactured, labeled, or distributed. (d) 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. (e) All results of IDgenetix Tests provided in reports to patients or providers were produced by the Company or its applicable Subsidiary 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. (f) None of the Company or any of its Subsidiaries is subject to any enforcement, regulatory, or administrative proceedings by the FDA or any other Governmental Entity and 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 or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has any liability (whether actual or contingent) for failure to comply with any Health Laws. There has not, in the past three years, been any violation of any Health Laws by the Company or any of its Subsidiaries in their product development efforts, submissions, record keeping, and reports to any Governmental Entity that could reasonably be 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 any of its Subsidiaries, or any of their respective employees which involve a matter within or related to any Health Laws. (g) The Company represents that neither it nor any of its Subsidiaries has, in the past three years, and that none of their respective employees or other Persons engaged by the Company or any of its Subsidiaries has, in the past three years, 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. (h) The Company represents that neither it nor any of its Subsidiaries has, in the past three years, been, and that none of their respective officers, directors, employees or other Persons engaged by the Company or any of its Subsidiaries, has, in the past three years, 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, in the past three years, 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 Program”) or (f) debarred, excluded or suspended from or otherwise rendered ineligible for participation in any Federal Healthcare Program, or has had a civil monetary penalty assessed against it, him or her under Section 1128A of the Social Security Act.

Compliance with Laws; Governmental Permits. (a) The Since August 1, 2018, the Company and each of the Subsidiaries has at all times complied been in material compliance with and is not in material violation of any Applicable Laws and has not received any written notice or other formal communication of violation with respect to any Applicable Law (Laws, including any communications pertaining to any alleged dispute, investigation, violation, sanction, fine or other than compliance with Applicable Laws related similar penalty to Intellectual Property and Data and Privacy, which are addressed solely in Sections 2.10 and 2.11, Tax, which is addressed solely in Section 2.12, and ERISA and other employee benefit, and employment and labor matters, which is addressed solely in Section 2.13)or from any Governmental Entity. (b) The Company holds, and each of the Subsidiaries has at all times held and maintained, obtained each 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 the 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 interest, in each case, except for any such Company Authorizations where a failure of the foregoing consents, licenses, permissions, consents, permits, grants and other authorizations and approvals, collectively, Company or any of the Subsidiaries to obtain same would not be material to the Company or the Business (each a “Company AuthorizationsAuthorization”), and all of the such material Company Authorizations are in full force and effect, are not limited in duration or subject to . Neither the Company nor any conditions and have been complied with in all respects. Schedule 2.8(b) of the Company Disclosure Letter identifies each Company Authorization. (c) The Company Subsidiaries has not received any written notice or other formal written communication from any Governmental Entity since August 1, 2018 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 modification of any Company Authorization that is or any Company Authorization made subject would be reasonably likely to any restrictions, requirements or conditions, or which may confer a right of revocation, and be material to the knowledge Business or the Company. Since August 1, 2018, the Company and each of the Company, no such information notice or other communication is forthcoming. The Company Subsidiaries has materially complied with all of the terms of the Company Authorizations and none Authorizations. None of the Company Authorizations will be terminated, revoked terminated or materially impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions. (c) Except as expressly disclosed in Section 2.8(g) of the Company Disclosure Letter, since August 1, 2018, the Company and the Subsidiaries have been in compliance in all material respects 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 and the Subsidiaries have been researched, developed, tested, manufactured, handled, labeled, packaged, stored, supplied, distributed, imported, and exported, as applicable in compliance in all material respects with applicable Health Laws; (ii) all non-clinical, pre-clinical, and clinical trials conducted by or on behalf of the Company and the Subsidiaries have been conducted in compliance in all material respects with applicable protocols and applicable Health Laws. Without limiting the generality of the foregoing, the Company and the Subsidiaries are, and have been at all times since August 1, 2018, duly certified in accordance with the Clinical Laboratory Improvement Amendment of 1988 (“CLIA”). Since August 1, 2018, the Company and the Subsidiaries are in compliance in all material respects with all applicable CLIA requirements, and no suspension, revocation, termination, sanction, corrective action or limitation of any CLIA certification or accreditation is pending or, to the Knowledge of the Company, is threatened. Since August 1, 2018, the Company and the Subsidiaries are in compliance in all material respects with all applicable state licensure requirements necessary to conduct testing in their laboratories. Since August 1, 2018, the Company and the Subsidiaries have not received any written notice or other written communication from any Health Authority (including a warning, untitled or notice of violation letter or Form FDA-483) alleging any material violation of any Health Law, including any failure to maintain systems and programs adequate to ensure compliance with any such Health Laws or any material violation of or failure to comply in all material respects with any such Health Laws with respect to obtaining premarket clearance or approval, or contesting the premarket clearance or approval of, the uses of or the labeling and promotion of any product subject to any Health Law. The Company and the Subsidiaries have not received any written notice from any Governmental Entity or any institutional review board since August 1, 2018 alleging any material violation of any Health Law pertaining to any non-clinical laboratory studies, pre-clinical, or clinical tests requiring the termination, suspension or investigation of any such studies or testing of the Company Products, or otherwise adversely restricting the study or testing of any Company Product. (d) The Company and the Subsidiaries are not subject to any enforcement, regulatory, or administrative proceedings by the FDA or other Governmental Authority relating to or arising under any 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 or the Subsidiaries, and the Company and the Subsidiaries have no material liability (whether actual or contingent) outstanding against the Company or the Subsidiaries for failure to comply in all material respects with applicable Health Laws or applicable contractual requirements of managed care organizations or third-party payors providing reimbursement coverage for the Company Products. To the Knowledge of the Company, there is no act, omission, event, or circumstance since August 1, 2018 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 or applicable contractual requirements of managed care organizations or third-party payors providing reimbursement coverage for the Company Products. To the Knowledge of the Company, there are no facts, circumstances or conditions since August 1, 2018 that would reasonably be expected to form the basis for any such action against the Company or any of the Subsidiaries, in each case arising under any Health Law or applicable contractual requirements of managed care organizations or third-party payors providing reimbursement coverage for the Company Products. To the Knowledge of the Company, since August 1, 2018, there has not been any material violation of any Health Laws by the Company in its product development efforts, submissions, record keeping, and reports to any Governmental Entity that would reasonably be expected to require or lead to investigation, corrective action, or enforcement, regulatory, or administrative action. Without limiting the generality of the foregoing, since August 1, 2018, the Company and the Subsidiaries have filed with the applicable Governmental Authority all materially required filings and reports under applicable Health Laws, and all such filings and reports were in material compliance with applicable Health Laws when filed, and no material deficiencies have been asserted in writing by any applicable Governmental Authority with respect to any such filings and reports that have not been subsequently corrected. There are no civil or criminal proceedings pending against the Company, the Subsidiaries, or any of the Company’s or Subsidiaries’ employees which involve a matter within or related to any Health Laws. (e) The Company represents that it has made available to Acquirer true and complete copies of all correspondence, pre-submissions, submissions and other communications with any Governmental Authority regarding any Health Laws other than immaterial correspondence of an administrative nature since August 1, 2018. The Company represents that it has made available to Acquirer true and complete copies of all agreements entered into since August 1, 2018 and that remain in effect with all Persons pursuant to which the Company has agreed to make payment to such Person for the collection, handling, and/or processing of tissue or other specimens for testing. (f) The Company has never, and to the Knowledge of the Company none of its employees or other Persons engaged by the Company or the Subsidiaries 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. (g) The Company represents that it has never been, and to the Knowledge of the Company, that none of its employees or other Persons engaged by the Company or the Subsidiaries 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, or (d) indicted for a crime or otherwise engaged in conduct for which a Person can be debarred.

Compliance with Laws; Governmental Permits. (a) The Since January 1, 2015, the Company has at and each of its Subsidiaries have complied in all times complied with and material respects with, is not in material violation of, and, has not received any notice written notices of violation with respect to any to, Applicable Law (other than compliance with Applicable Laws related to Intellectual Property and Data and Privacy, which are addressed solely in Sections 2.10 and 2.11, Tax, which is addressed solely in Section 2.12, and ERISA and other employee benefit, and employment and labor matters, which is addressed solely in Section 2.13)Law. (b) The Company holds, and each of its Subsidiaries has at all times held and maintained, obtained each material federal, state, county, local or foreign governmental consent, license, permission, consent, permit, grant grant, product certifications, or other authorization and approval (including having exercised relevant passporting rights) of a Governmental Entity (i) pursuant to which that is required for the Company currently operates conduct of the Business or holds the operation or holding of any interest in any of its the Company’s material 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 authorizations and approvalsauthorizations, 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 respects. Schedule 2.8(b) of Neither the Company Disclosure Letter identifies each Company Authorization. (c) 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 any Applicable Law or Company Authorization or (ii) any actual or possible alleged revocation, non-renewal, withdrawal, suspension, cancellation, termination or modification of any Company Authorization or any Company Authorization made subject to any restrictions, requirements or conditions, or which may confer a right of revocationAuthorization, and to the knowledge of the Company, no such information notice or other communication is forthcoming. The Company and each of the Subsidiaries has complied in all material respects with all of the terms of the Company Authorizations and none of the Company Authorizations that are material to the operation of the Business will be terminated, revoked terminated or materially impaired, or will become terminable, in whole or in part, solely as a result of the consummation of the Transactions. (c) Each of the Company Products complies in all material respects with and has since January 1, 2015, complied in all material respects with all Applicable Laws in each of the jurisdictions in which such Company Product is or has been sold directly or indirectly by or on behalf of the Company and its Subsidiaries.

Compliance with Laws; Governmental Permits. (a) The Company has at all times complied with in all material respects with, and has not received any written or, to the knowledge of the Company, verbal, notice of violation with respect to to, any Applicable Law (other than compliance with Applicable Laws related to Intellectual Property and Data and Privacy, which are addressed solely in Sections 2.10 and 2.11, Tax, which is addressed solely in Section 2.12, and ERISA and other employee benefit, and employment and labor matters, which is addressed solely in Section 2.13)Law. (b) The Company holds, and has at all times held and maintained, each federal, state, county, local local, or foreign governmental consent, license, permission, consent, permit, grant grant, or other authorization and approval (including having exercised relevant passporting rights) of a Governmental Entity (i) pursuant to which the Company 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 grants, and other authorizations and approvals, collectively, the “"Company Authorizations”'), except where the failure to hold or maintain any such Company Authorization does not have a Material Adverse Effect, and all of the Company Authorizations are in full force and effect, are not limited in duration or subject to any conditions conditions, and have been complied with in all material respects. Schedule 2.8(b) of the Company Disclosure Letter identifies each Company Authorization., (c) The Company has not received any written or, to the knowledge of the Company, verbal, notice or other communication from any Governmental Entity regarding (i) any actual or possible alleged violation of any Company Authorization or (ii) any actual or possible alleged revocation, non-non­ renewal, withdrawal, suspension, cancellation, termination termination, or modification of any Company Authorization or any Company Authorization made subject to any restrictions, requirements requirements, or conditions, or which that may confer a right of revocation, and and, to the knowledge of the Company, no such information notice or other communication is forthcoming. The Company has complied in all material respects with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated, revoked revoked, or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.

Compliance with Laws; Governmental Permits. (a) The Company has at and each of the Company Subsidiaries has, in the last five years, complied in all times complied with material respects, with, is not in material violation of, and has not received any notice of violation with respect to any to, Applicable Law (other than compliance with Applicable Laws related to Intellectual Property and Data and Privacy, which are addressed solely in Sections 2.10 and 2.11, Tax, which is addressed solely in Section 2.12, and ERISA and other employee benefit, and employment and labor matters, which is addressed solely in Section 2.13)Law. (b) The Company and each of the Company Subsidiaries holds, and has at all times during the past five years 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 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 authorizations and approvalsauthorizations, 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 effect and have been complied with in all material respects. Schedule 2.8(b) Copies of the all Company Disclosure Letter identifies each Company AuthorizationAuthorizations have been made available to Acquirer. (c) The Neither the Company nor any of the Company Subsidiaries has not received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible threatened in writing revocation, non-renewal, withdrawal, suspension, cancellation, termination or modification of any Company Authorization or any Company Authorization made subject to any restrictions, requirements or conditions, or which may confer a right of revocation, and to the knowledge of the Company, no such information notice or other communication is forthcoming. The Company and each of the Company Subsidiaries has complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated, revoked or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.

Compliance with Laws; Governmental Permits. (a) The Company has at complied in all times complied with material respects with, is not now (and in the last five years has not been) in violation in any material respect of, and has not received any notice notices of material violation with respect to, any applicable Law. To the Knowledge of the Company, no condition or state of facts exists that is reasonably likely to give rise to a material violation by the Company of, or a material Liability or default of the Company under, any Applicable applicable Law (other than or Order. During the five-year period preceding the Agreement Date, the Company has not received any written or to the Knowledge of the Company, oral notice to the effect that a Governmental Entity claimed or alleged that the Company was not in compliance in all material respects with Applicable all Laws related or Orders applicable to Intellectual Property and Data and Privacythe Company. To the Knowledge of the Company, which are addressed solely in Sections 2.10 and 2.11, Tax, which the Company is addressed solely in Section 2.12, and ERISA and other employee benefit, and employment and labor matters, which is addressed solely in Section 2.13)not under investigation by any Governmental Entity with respect to the material violation of any Laws applicable to the Company. (b) The Company holds, and has at all times held and maintained, 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 required in order for the Company currently operates to lawfully operate its business as presently conducted and to operate or holds hold 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 presently owned and in the manner in which the Business of the Company is carried on or the holding of any such interest operated (all of the foregoing consents, licenses, permissions, consents, permits, grants and other authorizations and approvalsauthorizations, 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 respects. Schedule 2.8(b) of the Company Disclosure Letter identifies each Company Authorization. (c) The Company has not received any written notice or or, to the Knowledge of the Company, other communication from any Governmental Entity regarding (iA) any actual or possible probable violation of any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (iiB) any actual pending or possible threatened revocation, non-renewal, withdrawal, suspension, cancellation, termination or modification of any Company Authorization or any Company Authorization made subject to any restrictions, requirements or conditions, or which may confer a right of revocationAuthorization, and to the knowledge Knowledge of the Company, no such information notice or other communication is forthcoming. The In the last five years, the Company has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated, revoked terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.

Compliance with Laws; Governmental Permits. (a) The Company has at and each of the Company Subsidiaries has, since the Lookback Date, complied in all times complied with and material respects with, is not in material violation of, and, since the Lookback Date, has not received any written notice of violation with respect to any to, Applicable Law (other than compliance with Applicable Laws related to Intellectual Property and Data and Privacy, which are addressed solely in Sections 2.10 and 2.11, Tax, which is addressed solely in Section 2.12, and ERISA and other employee benefit, and employment and labor matters, which is addressed solely in Section 2.13)Law. (b) The Company and each of the Company Subsidiaries holds, and and, with respect to clause (ii), has at all times since the Lookback Date held and maintained, each 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 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 authorizations 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 respects, in each case, except as would not be material to the Company and the Company Subsidiaries, taken as a whole, or the Business. Schedule Section 2.8(b) of the Company Seller Disclosure Letter identifies each material Company Authorization. (c) The Since the Lookback Date, neither the Company nor any of the Company Subsidiaries has not received any written notice or or, to the Knowledge of the Sellers, other communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible revocation, non-renewal, withdrawal, suspension, cancellation, termination or modification of any Company Authorization 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 CompanySellers, no such information notice or other communication is forthcoming. The Company and each of the Company Subsidiaries has complied in all material respects with all of the terms of the Company Authorizations Authorizations, and none of the Company Authorizations will be terminated, revoked or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.

Compliance with Laws; Governmental Permits. (a) The Each Acquired Company (i) has at complied in all times complied with material respects with, is not in violation in any material respect of, Applicable Law and (ii) has not received any notice written notices of violation with respect to any to, Applicable Law (other than compliance with Applicable Laws related to Intellectual Property and Data and Privacy, which are addressed solely in Sections 2.10 and 2.11, Tax, which is addressed solely in Section 2.12, and ERISA and other employee benefit, and employment and labor matters, which is addressed solely in Section 2.13)Law. (b) The Schedule 3.9(b) of the Disclosure Schedule lists each material Permit held by each Acquired Company. Each Acquired Company holds, and is and has at been in compliance in all times held and maintainedmaterial respects with, each 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 all Permits which the Company currently operates or holds any interest in any of its assets or properties or (ii) that is required to carry on the activities are required for or in connection with the carrying on of the conduct of the Business as required by all or any Company Product under Applicable Laws in the places Law. All such Permits are valid 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 authorizations 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 respects. Schedule 2.8(b) of the Company Disclosure Letter identifies each Company Authorization. (c) The No Acquired Company has not received any direct notice or other direct communication from any Governmental Entity Body regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible violation, revocation, non-renewal, withdrawal, suspension, cancellation, termination or modification of any Company Authorization or any Company Authorization made subject to any restrictions, requirements or conditions, or which may confer a right of revocationits Permits, and to the knowledge of the Company, no such information direct notice or other written communication is forthcoming. The All applications required to have been filed for the renewal of any Permit have been duly filed on a timely basis with the appropriate Governmental Body, and all other filings required to have been made with respect to any such Permit have been duly made on a timely basis with the appropriate Governmental Body. (c) Each Acquired Company has complied in all material respects with all the applicable operating rules of VISA, Mastercard and each other payment network used in connection with any Company Product or service (each, a “Network”), including each Network’s license agreement, operation regulations, guidelines, disputes rules, technical specifications, fee schedule and similar documents, rules and procedures. To the knowledge of the terms Company, no Acquired Company has or is presently on any Network high risk databases including without limitation the Terminated Merchant Files or Mastercard Alert to Control High-Risk Merchants lists. (d) Each Acquired Company has complied in all material respects with, and has not violated, the PCI Data Security Standards (PCI-DSS) in connection with the Company’s Business and the provision of any Company Product or service, including all rules, procedures, certifications, reporting, notifications, and other requirements (collectively, the “PCI Requirements”). No Acquired Company has received any direct notice or other direct communication from any Governmental Body regarding any actual or possible violation of any PCI Requirement, or any revocation, withdrawal, suspension, cancellation, termination or modification of any certification relating to any PCI Requirement and, to the knowledge of the Company, no such direct notice or other written communication is forthcoming. (e) No Acquired Company Authorizations and none has received written notices of the Company Authorizations will be terminatedany communications pertaining to any alleged dispute, revoked investigation, violation, sanction, fine or impaired, other similar penalty to or will become terminable, in whole or in part, as a result of the consummation of the Transactionsfrom any Governmental Body.