Common use of Compliance with Laws; Licenses and Permits Clause in Contracts

Compliance with Laws; Licenses and Permits. (a) Each of Seller and LicenseCo has complied, and is now complying, in all material respects, with all Laws applicable to it or its business, properties or assets except for the U.S. Controlled Substances Act, and any/all applicable rules and regulations promulgated in connection therewith (the “Act”). There are no written orders, decrees, injunctions, rulings, publications, decisions, directives, consents, pronouncements or regulations of any court or Governmental Authority issued against or binding upon Seller or LicenseCo relating to the business which do or may affect, limit or control the operation of the business of Seller, LicenseCo or the Assets. (b) Schedule 5.15(b) sets forth a list of all of the permits, licenses, certificates, approvals and authorizations of, and registrations with, and under, all federal, state, local and foreign Laws, authorities and agencies (the “Licenses”) held by Seller or LicenseCo. Each of the Licenses is in full force and effect. Seller and LicenseCo are not in material violation of any of the Licenses nor has there occurred any event which, to the Knowledge of the Seller Parties, with the passage of time or giving of notice or both, would constitute a violation of any of the Licenses. All Licenses required for each of Seller and LicenseCo to conduct its business have been obtained by it, disclosed in writing to Buyer prior to the date hereof, and are valid and in full force and effect. All fees and charges with respect to such Licenses as of the date hereof have been paid in full. To the Knowledge of the Seller Parties, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse, or limitation of any Licenses. No proceeding is pending or, to the Knowledge of the Seller Parties, threatened in writing seeking the revocation, limitation or non-renewal of any of the Licenses. All renewals for the Licenses have been timely applied for, and to the Knowledge of the Seller Parties, no event or circumstance has occurred or exists (other than those events or circumstances that relate to Buyer) that would prohibit or prevent the re-issuance to LicenseCo or Buyer, as applicable, of any of the Licenses.

Compliance with Laws; Licenses and Permits. (a) Each of Seller Bxxxxx and LicenseCo has complied, and is now complying, SLZ are conducting their business in compliance in all material respects, respects with all Laws applicable to it or its business, properties or assets except for the U.S. Controlled Substances Act, and any/all applicable rules and regulations promulgated in connection therewith (the “Act”)Laws. There are no written orders, decrees, injunctions, rulings, publications, decisions, directives, consents, pronouncements or regulations of any court or Governmental Authority issued against or binding upon Seller or LicenseCo relating to the business which do or may affect, limit or control the operation of the business of Seller, LicenseCo or the Assets. (b) Schedule 5.15(b) sets forth a list of all of the permits, licenses, certificates, approvals and authorizations of, and registrations with, and under, all federal, state, local and foreign Laws, authorities and agencies (the “Licenses”) held by Seller or LicenseCo. Each of the Licenses is in full force and effect. Seller and LicenseCo are not in material violation of any of the Licenses Neither Bxxxxx nor has there occurred any event whichSLZ nor, to the Knowledge knowledge of the Seller PartiesSeller, with the passage Bxxxxx and SLZ, any director, officer, agent, employee, partner or Affiliate of time Bxxxxx or giving of notice SLZ, has taken any action, directly or bothindirectly, would constitute a violation of any of the Licenses. All Licenses required for each of Seller and LicenseCo to conduct its business have been obtained by it, disclosed in writing to Buyer prior to the date hereof, and are valid and in full force and effect. All fees and charges with respect to such Licenses as of the date hereof have been paid in full. To the Knowledge of the Seller Parties, no event has occurred that, with or without notice or lapse of time or both, that would reasonably be expected to result in any violation by such persons of any such Laws. (b) Bxxxxx and SLZ possess all material Permits necessary to carry on the revocation, suspension, lapsebusiness currently carried on, or limitation contemplated to be carried on as set forth in the Bxxxxx Study, by them. Such Permits are set out in Schedule 4.14 of the Bxxxxx Disclosure Letter. Bxxxxx and SLZ are in compliance in all material respects with the terms and conditions of all such Permits and with all Laws, regulations, tariffs, rules, orders and directives related to the operations thereof. None of the Seller, Bxxxxx or SLZ has received any Licenses. No proceeding is pending written or, to the Knowledge knowledge of the Seller PartiesSeller, threatened in writing seeking Bxxxxx and SLZ, other notice of the revocationmodification, limitation revocation or non-renewal cancellation of, or any intention to modify, revoke or cancel, or any proceeding relating to the modification, revocation or cancellation of any such Permit. (c) Neither Bxxxxx nor SLZ nor, to the knowledge of the Licenses. All renewals for the Licenses have been timely applied forSeller, Bxxxxx and SLZ, any director, officer, agent, employee, partner or Affiliate of Bxxxxx or SLZ, has taken any action, directly or indirectly, that would reasonably be expected to the Knowledge result in (i) a violation by such Persons of any applicable Laws and regulations relating to bribery or corruption, including with respect to making any offer, payment, promise to pay or authorization of the Seller Parties, no event or circumstance has occurred or exists (other than those events or circumstances that relate to Buyer) that would prohibit or prevent the re-issuance to LicenseCo or Buyer, as applicable, payment of any money, or other property, gift, promise to give, or authorization of the Licensesgiving of anything of value to any official of any Governmental Entity or any foreign political party or official thereof or any candidate for foreign political office, or (ii) a violation or operation in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable Laws and regulations.

Compliance with Laws; Licenses and Permits. (a) Each None of Seller the Transferred Company, its Subsidiaries or the Business is, or has been in the past three (3) years, in violation of any applicable Law or Judgment, except such violations that would not, individually or in the aggregate, have a Material Adverse Effect. The Transferred Company and LicenseCo has compliedits Subsidiaries have all permits, approvals, registrations, licenses, grants, authorizations, exemptions, orders and consents (collectively, “Licenses”) necessary for the conduct of the Business as it is now complyingbeing conducted, each of which is valid and in full force and effect, in all material respects, with all Laws applicable to it or its business, properties or assets each case except for instances where the U.S. Controlled Substances Actfailure to do so would not, and any/all individually or in the aggregate, have a Material Adverse Effect. Except for the DOJ Action, no order, writ, judgment, injunction, decree, stipulation, ruling, determination, or award entered by or with any Governmental Entity has been issued that is applicable rules and regulations promulgated to, or otherwise affects, any of the Transferred Company, its Subsidiaries or the Business, except as would not, individually or in connection therewith (the “Act”)aggregate, have a Material Adverse Effect. There are no written orders, decrees, injunctions, rulings, publications, decisions, directives, consents, pronouncements No investigation or regulations of review by any court or Governmental Authority issued against or binding upon Seller or LicenseCo relating Entity with respect to the business which do Transferred Company, its Subsidiaries or may affectthe Business is pending or, limit or control to the operation of the business knowledge of Seller, LicenseCo threatened nor has any Governmental Entity indicated an intention in writing to conduct the same, except for such investigations or reviews the Assetsoutcome of which would not, individually or in the aggregate, have a Material Adverse Effect. (b) Schedule 5.15(bSection 3.07(b) of the Disclosure Letter sets forth a list of all complete and accurate list, as of the permitsdate of this Agreement, licensesof each License that is issued or granted by the FCC to the Transferred Company or any of its Subsidiaries (each, certificates, approvals and authorizations of, and registrations with, and under, all federal, state, local and foreign Laws, authorities and agencies (the an “LicensesFCC License”) held by Seller or LicenseCo. Each issued to Fox or any of its Subsidiaries (other than the Transferred Company or any of its Subsidiaries) and is material to the conduct of the Licenses Business as it is in full force currently conducted. A true and effect. Seller and LicenseCo are not in material violation complete copy of any of the Licenses nor each FCC License has there occurred any event which, to the Knowledge of the Seller Parties, with the passage of time or giving of notice or both, would constitute a violation of any of the Licenses. All Licenses required for each of Seller and LicenseCo to conduct its business have been obtained by it, disclosed in writing made available to Buyer prior to the date hereof, and are valid and each FCC License is in full force and effect. All fees and charges with respect There is not pending or, to such Licenses as the knowledge of Seller, threatened before the FCC, any Proceeding (i) against the Transferred Company or any of its Subsidiaries or relating to the Business, (ii) relating to any of the date hereof have been paid in full. To the Knowledge of the Seller PartiesFCC Licenses, no event has occurred that, with or without notice or lapse of time or both, would including any such Proceeding reasonably be expected likely to result in the revocation, suspension, lapsecancellation, rescission or limitation modification of any FCC License or other impairment in any material respect of the operation of the Business as it is currently conducted, except (x) proceedings to amend the Communications Laws not directed at the Transferred Company or its Subsidiaries or (y) proceedings of general applicability to the broadcasting or audio-visual media services industries or (iii) that would, individually or in the aggregate, have a Material Adverse Effect. Except for restrictions or conditions that appear on the face of the FCC Licenses. No proceeding , and except for restrictions or conditions that pertain to the FCC Licenses under generally applicable rules of the FCC, no FCC License held by the Transferred Company or any of its Subsidiaries is pending orsubject to any restriction or condition which would limit the operation of the Business as it is currently conducted, except for restrictions or conditions that would not, individually or in the aggregate, have a Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) the Transferred Company and its Subsidiaries and their respective officers, directors, employees and, to the Knowledge knowledge of Seller, agents are, and have been for the past five (5) years, in compliance with (A) the provisions of the Seller PartiesU.S. Foreign Corrupt Practices Act of 1977, threatened as amended (“FCPA”), and (B) the provisions of applicable anti-bribery, anti-corruption and anti-money laundering Laws of each jurisdiction in writing seeking which the revocationTransferred Company and its Subsidiaries operate or have operated (“Anti-Bribery Laws”). Except as would not, limitation individually or non-renewal in the aggregate, have a Material Adverse Effect, in the past five (5) years, the Transferred Company, its Subsidiaries and their respective officers, directors, employees and, to the knowledge of Seller, agents, have not paid, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other Governmental Entity or any political party or candidate for political office for the purpose of corruptly influencing any act or decision of such official or of the government to obtain or retain business, or direct business to any Person or to secure any other improper benefit or advantage, in each case, in violation of any of the Licenses. All renewals for FCPA or any Anti-Bribery Laws. (d) Except as would not, individually or in the Licenses aggregate, have a Material Adverse Effect, the Transferred Company and its Subsidiaries have instituted and maintained policies and procedures reasonably designed to ensure compliance with the FCPA and other Anti-Bribery Laws in each jurisdiction in which the Transferred Company and its Subsidiaries operate or have operated. (e) Except as would not, individually or in the aggregate, have a Material Adverse Effect, neither the Transferred Company nor any of its Subsidiaries are subject, or have been timely applied forsubject in the past five (5) years, and to any civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving the Transferred Company or any of its Subsidiaries or the Business relating to the Knowledge of the Seller Parties, no event FCPA or circumstance has occurred or exists (other than those events or circumstances that relate to Buyer) that would prohibit or prevent the reAnti-issuance to LicenseCo or Buyer, as applicable, of any of the LicensesBribery Laws.

Compliance with Laws; Licenses and Permits. (a) Each of Seller The Company and LicenseCo has compliedits Subsidiaries are, and the Business is now complyingoperated, in all compliance with applicable Laws, and neither the Company nor any of its Subsidiaries has received any notice of or been charged with violation of any Laws (other than matters that have been resolved or are no longer outstanding), in each case, except as would not reasonably be expected to be, individually or in the aggregate, material respects, with all Laws applicable to it the Company or its businessSubsidiaries, properties or assets except for the U.S. Controlled Substances Act, and any/all applicable rules and regulations promulgated in connection therewith (the “Act”). There are no written orders, decrees, injunctions, rulings, publications, decisions, directives, consents, pronouncements or regulations of any court or Governmental Authority issued against or binding upon Seller or LicenseCo relating to the business which do or may affect, limit or control the operation of the business of Seller, LicenseCo or the Assetswhen taken as a whole. (b) Schedule 5.15(b) sets forth a list of The Company and its Subsidiaries hold all of the licenses, franchises, permits, licenses, certificates, approvals and or other similar authorizations of, and registrations with, and under, all federal, state, local and foreign Laws, authorities and agencies issued by applicable Governmental Authorities necessary for the lawful conduct of their respective businesses as presently conducted (the “LicensesPermits”) held by Seller ), except as would not reasonably be expected to be, individually or LicenseCo. Each of in the Licenses is in full force and effect. Seller and LicenseCo are not in aggregate, material violation of any of the Licenses nor has there occurred any event which, to the Knowledge of the Seller PartiesCompany and its Subsidiaries, with the passage of time or giving of notice or both, would constitute taken as a violation of any of the Licenseswhole. All Licenses required for each of Seller and LicenseCo to conduct its business have been obtained by it, disclosed in writing to Buyer prior to the date hereof, and The Permits are valid and in full force and effect. All fees , neither the Company nor any of its Subsidiaries is in default under the Permits and charges with respect to such Licenses as none of the date hereof have been paid Permits will be terminated or impaired as a result of the transactions contemplated hereby, except, in full. each case, as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, when taken as a whole. (c) To the Knowledge of the Seller PartiesSeller, no event director or officer, agent or employee of the Company or any of its Subsidiaries has occurred thatin connection with the business activities of the Company or any of its Subsidiaries made or offered any unlawful contribution, with or without notice or lapse of time or bothgift, would reasonably be expected to result in the revocationbribe, suspensionrebate, lapsepayoff, influence payment, kickback, or limitation other payment of value, regardless of form, whether in money, property, or services, to any Foreign Government Official in violation of the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq., or any other similar applicable anti-bribery laws. For purposes of this Section 2.13(c), (i) “Foreign Government Official” means any officer or employee of a foreign Government Entity or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any Licenses. No proceeding is pending orsuch government or department, agency, or instrumentality, or for or on behalf of any such public international organization, or any political party, party official, or candidate thereof, excluding officials related to the Knowledge government of the Seller PartiesUnited States; and (ii) “Government Entity” means any foreign government, threatened any political subdivision thereof, or any corporation or other entity owned or controlled in writing seeking whole or in part by any government or any sovereign wealth fund, excluding entities related to the revocation, limitation or non-renewal of any government of the Licenses. All renewals for the Licenses have been timely applied for, and to the Knowledge of the Seller Parties, no event or circumstance has occurred or exists (other than those events or circumstances that relate to Buyer) that would prohibit or prevent the re-issuance to LicenseCo or Buyer, as applicable, of any of the LicensesUnited States.

Compliance with Laws; Licenses and Permits. (a) Each of Seller and LicenseCo has compliedThe Business is operated in compliance with applicable Law, and is now complying, in all material respects, with all Laws applicable except as would not reasonably be expected to it or its business, properties or assets except for the U.S. Controlled Substances Act, and any/all applicable rules and regulations promulgated in connection therewith (the “Act”). There are no written orders, decrees, injunctions, rulings, publications, decisions, directives, consents, pronouncements or regulations of any court or Governmental Authority issued against or binding upon Seller or LicenseCo relating be materially adverse to the business which do or may affect, limit or control the operation ongoing conduct of the business of Seller, LicenseCo or the AssetsBusiness. (b) Schedule 5.15(b) sets forth a list of The Company and Canada Seller, as applicable, hold all of the licenses, franchises, permits, licenses, certificates, consents, approvals and or other similar authorizations of, and registrations with, and under, all federal, state, local and foreign Laws, authorities and agencies issued by applicable Governmental Authorities necessary for the lawful conduct of the Business (the “LicensesPermits”) held by Seller or LicenseCo. Each ), except as would not reasonably be expected to be materially adverse to the ongoing conduct of the Licenses is in full force and effectBusiness, taken as a whole. Seller and LicenseCo are not in The material violation of any of the Licenses nor has there occurred any event which, to the Knowledge of the Seller Parties, with the passage of time or giving of notice or both, would constitute a violation of any of the Licenses. All Licenses required for each of Seller and LicenseCo to conduct its business have been obtained by it, disclosed in writing to Buyer prior to the date hereof, and Permits are valid and in full force and effect. All fees and charges with respect to such Licenses as of the date hereof have been paid in full. To the Knowledge of the Seller Parties, no event has occurred thatSeller or any of their applicable Affiliates is in default under the Permits, with or without notice or lapse of time or bothand no suspension, would reasonably be expected to result in the revocation, suspension, lapse, cancellation or limitation material modification of any Licenses. No proceeding Permit is pending or, to the Knowledge of Seller, has been threatened and none of the Permits will be terminated as a result of the transactions contemplated hereby, except, in each case, as would not reasonably be expected to be materially adverse to the ongoing conduct of the Business. (c) Since January 1, 2018, none of Seller Partiesor its Affiliates, threatened or any employee, officer, director, or, to the extent that it would constitute a breach of applicable Law by Seller or its applicable Affiliates, any agent or representative of Seller or its applicable Affiliates has, in writing seeking connection with or acting on behalf of the revocationBusiness, limitation (i) made or non-renewal offered any unlawful payment, or offered or promised to make any unlawful payment, or provided or offered or promised to provide anything of value (whether in the form of property or services or in any other form), to any foreign or domestic government official or employee, or to any finder, agent, or other party acting on behalf of or under the auspices of any Governmental Authority, (ii) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or (iii) taken any other action or made any omission, in each case, in violation of any law applicable to the Company or the Business governing corrupt practices, money laundering, anti-bribery or anticorruption or that otherwise prohibits payments to any government or public officials, including, if applicable, the Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd 1, et seq., the UK Xxxxxxx Xxx 0000, Corruption of Foreign Public Officials Act (Canada), and any Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (all such Laws, “Anticorruption Laws”). As of the Licenses. All renewals for date hereof, none of Seller or its Affiliates has, in connection with or relating to the Licenses have been timely applied forBusiness, received any written notice alleging any such violation or conducted any material internal investigation with respect to any actual or alleged violation of any Anticorruption Law. (d) Each of the Company, and solely with respect to the Knowledge of the Business, Seller Parties, no event or circumstance has occurred or exists and its Affiliates (other than those events the Company) is in compliance with all applicable statutory and regulatory requirements relating to economic sanctions or circumstances embargoes, including all Laws administered and enforced by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC Laws”). None of the Company or, solely with respect to the Business, Seller or its Affiliates (other than the Company) is party to any contract or is engaged in any transaction or other business (i) in breach of OFAC Laws, or (ii) with any Person that relate is included, at the time of the relevant transaction, in the list of Specially Designated Nationals and Blocked Persons published by the United States Department of the Treasury, in each case, to Buyerthe extent OFAC Laws apply to the Company. As of the date hereof, none of the Company or, solely with respect to the Business, Seller or its Affiliates (other than the Company) that would prohibit has received from any Governmental Authority or prevent the re-issuance to LicenseCo or Buyer, as applicable, any other Person any written notice of any material violation or alleged material violation of the Licensesany OFAC Laws. (e) Seller makes no representation or warranty in this Section 2.13 with respect to environmental matters, employee benefit matters or Tax matters, which matters are exclusively addressed in, respectively, Section 2.14, Section 2.15, Section 2.16 and Section 2.17.

Compliance with Laws; Licenses and Permits. (a) Each of Seller The Company and LicenseCo has compliedits Subsidiaries are, and is now complyinghave been since January 1, 2018, operating in all material respectsrespects in compliance with applicable Law, with all Laws applicable to it except as would not reasonably be expected to, individually or its businessin the aggregate, properties or assets except for the U.S. Controlled Substances Act, and any/all applicable rules and regulations promulgated in connection therewith (the “Act”). There are no written orders, decrees, injunctions, rulings, publications, decisions, directives, consents, pronouncements or regulations of any court or Governmental Authority issued against or binding upon Seller or LicenseCo relating be material to the business which do Company and its Subsidiaries, taken as a whole, or may affectprevent, limit materially impair or control materially delay the operation of Company and its applicable Affiliates from consummating the business of Seller, LicenseCo transactions contemplated by this Agreement or the AssetsAncillary Agreements. (b) Schedule 5.15(b) sets forth a list of The Company and its Subsidiaries hold all of the licenses, franchises, permits, licenses, certificates, consents, approvals or other similar authorizations issued by applicable Governmental Authorities necessary for the lawful conduct of the business of the Company and authorizations of, and registrations with, and under, all federal, state, local and foreign Laws, authorities and agencies its Subsidiaries (the “LicensesPermits”) held by Seller ), except as would not reasonably be expected to, individually or LicenseCo. Each of in the Licenses is in full force and effect. Seller and LicenseCo are not in aggregate, be material violation of any of the Licenses nor has there occurred any event which, to the Knowledge of Company and its Subsidiaries, taken as a whole, or prevent, materially impair or materially delay the Seller Parties, with Company and its applicable Subsidiaries from consummating the passage of time or giving of notice or both, would constitute a violation of any of the Licensestransactions contemplated by this Agreement. All Licenses required for each of Seller and LicenseCo to conduct its business have been obtained by it, disclosed in writing to Buyer prior to the date hereof, and The Permits are valid and in full force and effect. All fees and charges with respect to such Licenses as , neither the Company nor any of its applicable Subsidiaries is in default under any condition or provision of any of the date hereof have been paid in full. To the Knowledge of the Seller PartiesPermits and no suspension, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse, cancellation or limitation material modification of any Licenses. No proceeding condition or provision of any Permit is pending or, to the Knowledge of the Seller PartiesCompany, has been threatened and none of the Permits will be terminated or modified as a result of the transactions contemplated hereby, except, in writing seeking each case, as would not reasonably be expected to, individually or in the revocationaggregate, limitation be material to the Company and its Subsidiaries, taken as a whole, or non-renewal prevent, materially impair or materially delay the Company and its applicable Subsidiaries from consummating the transactions contemplated by this Agreement. (c) Since January 1, 2018, neither of the Company, nor any of the Licenses. All renewals for the Licenses have been timely applied forits Subsidiaries, and nor any of their respective officers, directors or employees, nor, to the Knowledge of the Seller PartiesCompany, no event any agent or circumstance has occurred representative of the Company or exists its applicable Subsidiaries has, in connection with or acting on behalf of the Company or its applicable Subsidiaries, (i) received, made or offered any unlawful payment, or offered or promised to make or receive any unlawful payment, or provided or offered or promised to provide or receive anything of value (whether in the form of property or services or in any other than those events form), to or circumstances from any foreign or domestic government official or employee, or to any finder, agent, or other party acting on behalf of or under the auspices of any Governmental Authority, for the purpose of (A) influencing any act or decision of a government official in his or her official capacity, (B) inducing a government official to do or omit to do any act in violation of his or her lawful duties or (C) inducing a government official to influence or affect any act or decision of any Governmental Authority, (ii) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or (iii) taken any other action or made any omission, in each case, in violation of any Law applicable to the Company or its Subsidiaries governing corrupt practices, money laundering, anti-bribery or anticorruption or that relate otherwise prohibits payments to Buyer) that would prohibit any government or prevent the re-issuance to LicenseCo or Buyerpublic officials, as including, if applicable, the Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd 1, et seq., the UK Xxxxxxx Xxx 0000 and any Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (all such Laws, “Anticorruption Laws”). As of the date hereof and since January 1, 2018, none of the Company or its Subsidiaries has received any written or, to the Knowledge of the Company, oral notice or inquiry alleging any such material violation or conducted any internal investigation or audit with respect to any actual or alleged violation of any Anticorruption Laws. (d) Each of the LicensesCompany and its Subsidiaries is, and since January 1, 2018, has been, in compliance with all applicable Laws relating to economic or trade sanctions or embargoes, including all Laws administered and enforced by OFAC (“Sanctions Laws”), Ex-Im Laws, and U.S. anti-boycott Laws (collectively, “Trade Control Laws”). None of the Company or its Subsidiaries is party to any contract or is currently, or has been since January 1, 2018, engaged in any transaction or other business in breach of Trade Control Laws. As of the date hereof and in the last five (5) years, neither the Company nor any of its Subsidiaries has received from any Governmental Authority or any other Person any written or, to the Knowledge of the Company, oral notice or inquiry of any violation or alleged violation of any Trade Control Laws. (e) Neither the Company nor any of its Subsidiaries, nor any of their respective officers, directors or employees, nor to the Knowledge of the Company, any agent or other third party representative acting on behalf of the Company or any of its Subsidiaries, is currently, or has been in the last five (5) years: (i) a Sanctioned Person, (ii) organized, resident or located in a Sanctioned Country, (iii) engaging in any dealings or transactions with or for the benefit of any Sanctioned Person or Sanctioned Country in violation of Sanctions Laws; or (iv) otherwise in violation of Trade Control Laws. (f) The Company and its Subsidiaries have implemented and maintain in effect written policies, procedures and internal controls that are reasonably designed to prevent, deter and detect violations of applicable Trade Control Laws and Anti-Corruption Laws.

Compliance with Laws; Licenses and Permits. (a) Each of Seller The Company and LicenseCo has compliedits Subsidiaries are, and is now complyinghave been since January 1, 2018, operating in all material respectsrespects in compliance with applicable Law, with all Laws applicable to it except as would not reasonably be expected to, individually or its businessin the aggregate, properties or assets except for the U.S. Controlled Substances Act, and any/all applicable rules and regulations promulgated in connection therewith (the “Act”). There are no written orders, decrees, injunctions, rulings, publications, decisions, directives, consents, pronouncements or regulations of any court or Governmental Authority issued against or binding upon Seller or LicenseCo relating be material to the business which do Company and its Subsidiaries, taken as a whole, or may affect, limit materially impair or control materially delay the operation of Company and its applicable Affiliates from consummating the business of Seller, LicenseCo transactions contemplated by this Agreement or the AssetsAncillary Agreements. (b) Schedule 5.15(b) sets forth a list of The Company and its Subsidiaries hold all of the licenses, franchises, permits, licenses, certificates, consents, approvals or other similar authorizations issued by applicable Governmental Authorities necessary for the lawful conduct of the business of the Company and authorizations of, and registrations with, and under, all federal, state, local and foreign Laws, authorities and agencies its Subsidiaries (the “LicensesPermits”) held by Seller ), except as would not reasonably be expected to, individually or LicenseCo. Each of in the Licenses is in full force and effect. Seller and LicenseCo are not in aggregate, be material violation of any of the Licenses nor has there occurred any event which, to the Knowledge of Company and its Subsidiaries, taken as a whole, or materially impair or materially delay the Seller Parties, with Company and its applicable Affiliates from consummating the passage of time transactions contemplated by this Agreement or giving of notice or both, would constitute a violation of any of the LicensesAncillary Agreements. All Licenses required for each of Seller and LicenseCo to conduct its business have been obtained by it, disclosed in writing to Buyer prior to the date hereof, and The Permits are valid and in full force and effect. All fees and charges with respect to such Licenses as , neither the Company nor any of its applicable Subsidiaries is in default under any condition or provision of any of the date hereof have been paid in full. To the Knowledge of the Seller PartiesPermits and no suspension, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse, cancellation or limitation material modification of any Licenses. No proceeding condition or provision of any Permit is pending or, to the Knowledge of the Seller PartiesCompany, has been threatened and none of the Permits will be terminated or modified as a result of the transactions contemplated hereby, except, in writing seeking each case, as would not reasonably be expected to, individually or in the revocationaggregate, limitation be material to the Company and its Subsidiaries, taken as a whole, or non-renewal materially impair or materially delay the Company and its applicable Affiliates from consummating the transactions contemplated by this Agreement or the Ancillary Agreements. (c) Since January 1, 2018, neither of the Company, nor any of the Licenses. All renewals for the Licenses have been timely applied forits Subsidiaries, and nor any of their respective officers, directors or employees, nor, to the Knowledge of the Seller PartiesCompany, no event any agent or circumstance representative of the Company or its applicable Subsidiaries has, in connection with or acting on behalf of the Company or its applicable Subsidiaries, (i) received, made or offered any unlawful payment, or offered or promised to make or receive any unlawful payment, or provided or offered or promised to provide or receive anything of value (whether in the form of property or services or in any other form), to or from any foreign or domestic government official or employee, or to any finder, agent, or other party acting on behalf of or under the auspices of any Governmental Authority, for the purpose of (A) influencing any act or decision of a government official in his or her official capacity, (B) inducing a government official to do or omit to do any act in violation of his or her lawful duties or (C) inducing a government official to influence or affect any act or decision of any Governmental Authority, (ii) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or (iii) taken any other action or made any omission, in each case, in violation of any Law applicable to the Company or its Subsidiaries governing corrupt practices, money [*] = Certain confidential information contained in this document, marked by brackets, has occurred been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or exists (other than those events confidential. laundering, anti-bribery or circumstances anticorruption or that relate otherwise prohibits payments to Buyer) that would prohibit any government or prevent the re-issuance to LicenseCo or Buyerpublic officials, as including, if applicable, the Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd 1, et seq., the UK Xxxxxxx Xxx 0000 and any Law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (all such Laws, “Anticorruption Laws”). As of the date hereof and since January 1, 2018, none of the Company or its Subsidiaries has received any written or, to the Knowledge of the Company, oral notice or inquiry alleging any such material violation or conducted any internal investigation or audit with respect to any actual or alleged violation of any Anticorruption Laws. (d) Each of the LicensesCompany and its Subsidiaries is, and since January 1, 2018, has been, in compliance with all applicable Laws relating to economic or trade sanctions or embargoes, including all Laws administered and enforced by OFAC (“Sanctions Laws”), Ex-Im Laws, and U.S. anti-boycott Laws (collectively, “Trade Control Laws”). None of the Company or its Subsidiaries is party to any contract or is currently, or has been since January 1, 2018, engaged in any transaction or other business in breach of Trade Control Laws. As of the date hereof and in the last five (5) years, neither the Company nor any of its Subsidiaries has received from any Governmental Authority or any other Person any written or, to the Knowledge of the Company, oral notice or inquiry of any violation or alleged violation of any Trade Control Laws. (e) Neither the Company nor any of its Subsidiaries, nor any of their respective officers, directors or employees, nor to the Knowledge of the Company, any agent or other third party representative acting on behalf of the Company or any of its Subsidiaries, is currently, or has been in the last five (5) years: (i) a Sanctioned Person, (ii) organized, resident or located in a Sanctioned Country, (iii) engaging in any dealings or transactions with or for the benefit of any Sanctioned Person or Sanctioned Country in violation of Sanctions Laws; or (iv) otherwise in violation of Trade Control Laws. (f) The Company and its Subsidiaries have implemented and maintain in effect written policies, procedures and internal controls that are reasonably designed to prevent, deter and detect violations of applicable Trade Control Laws and Anti-Corruption Laws.

Compliance with Laws; Licenses and Permits. (a) Each Except as disclosed in Schedule 4.13 of Seller the HudBay Disclosure Letter, each of the Purchased Entities and LicenseCo their respective Subsidiaries has complied, conducted and is now complying, conducting its business in compliance in all material respects, respects with all applicable Laws applicable and possesses all material Permits (which Permits are listed in Schedule 4.13 of the HudBay Disclosure Letter and are held free and clear of all Liens other than the rights of the Person granting the Permit, which may be considered Liens) necessary to it carry on the business currently carried on, or its businesscontemplated to be carried on as set forth in the Fenix Feasibility Study, properties by it, is in compliance in all material respects with the terms and conditions of all such Permits and with all Laws, regulations, tariffs, rules, orders and directives material to the operations thereof. Except as set out in Schedule 4.13 of the HudBay Disclosure Letter, none of the Vendors or assets except for any of the U.S. Controlled Substances ActPurchased Entities or their respective Subsidiaries has received any written or, and any/all applicable rules and regulations promulgated in connection therewith (to the “Act”). There are no written ordersknowledge of the Vendors, decreesother notice of the modification, injunctionsrevocation or cancellation of, rulingsor any intention to modify, publicationsrevoke or cancel, decisions, directives, consents, pronouncements or regulations of any court or Governmental Authority issued against or binding upon Seller or LicenseCo proceeding relating to the business which do modification, revocation or may affect, limit or control the operation cancellation of the business of Seller, LicenseCo or the Assetsany such Permit. (b) Schedule 5.15(b) sets forth a list of all None of the permits, licenses, certificates, approvals and authorizations of, and registrations with, and under, all federal, state, local and foreign Laws, authorities and agencies (the “Licenses”) held by Seller Purchased Entities or LicenseCo. Each of the Licenses is in full force and effect. Seller and LicenseCo are not in material violation of any of the Licenses nor has there occurred any event whichtheir respective Subsidiaries or, to the Knowledge knowledge of Vendors, any director, officer, agent, employee, partner or Affiliate of the Seller PartiesPurchased Entities or their respective Subsidiaries, with the passage of time has taken any action, directly or giving of notice or bothindirectly, would constitute a violation of any of the Licenses. All Licenses required for each of Seller and LicenseCo to conduct its business have been obtained by it, disclosed in writing to Buyer prior to the date hereof, and are valid and in full force and effect. All fees and charges with respect to such Licenses as of the date hereof have been paid in full. To the Knowledge of the Seller Parties, no event has occurred that, with or without notice or lapse of time or both, that would reasonably be expected to result in (i) a violation by such Persons of any applicable Laws and regulations relating to bribery or corruption, including with respect to making any offer, payment, promise to pay or authorization of the revocation, suspension, lapsepayment of any money, or limitation other property, gift, promise to give, or authorization of the giving of anything of value to any official of any Licenses. No proceeding is pending orGovernmental Entity or any foreign political party or official thereof or any candidate for foreign political office or (ii) a violation or operation in noncompliance with any export restrictions, to the Knowledge of the Seller Partiesanti-boycott regulations, threatened in writing seeking the revocation, limitation embargo regulations or non-renewal of any of the Licenses. All renewals for the Licenses have been timely applied for, other applicable Laws and to the Knowledge of the Seller Parties, no event or circumstance has occurred or exists regulations. (other than those events or circumstances that relate to Buyerc) that would prohibit or prevent the re-issuance to LicenseCo or Buyer, as applicable, of any of the Licenses[Note: Commercially sensitive information redacted.]