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

Compliance with Laws; Licenses and Permits. (a) The Transferred Subsidiaries, the Business, the Business Real Property and, with respect to the Business, Sellers and Controlled Affiliates are, and to the Knowledge of Sellers, the Joint Venture is, and for the past three (3) years have been, in compliance in all material respects with all applicable Laws. (b) Section 2.12(b) of the Seller Disclosure Letter sets forth a true and complete list of all Permits (other than PMAs and DERs) primarily relating to, or used or held for use in the operation or conduct of, or in connection with, the Business as conducted as of the date hereof, including special use or conditional use Permits relating to zoning requirements (collectively, the “Business Permits”) that are material to the Business, and the legal owner of such Business Permits; provided, that all FAA certificates and aviation certificates issued by any foreign equivalent Governmental Authority shall be deemed to be material to the Business for purposes of this Section 2.12(b). The Business Permits set forth in Section 2.12(b) of the Seller Disclosure Schedule represent all material Permits necessary for the lawful conduct of the Business as conducted as of the date hereof. The Business Permits are valid and in full force and effect, neither Sellers, their Controlled Affiliates, nor any of the Transferred Subsidiaries are or have during the past three (3) years been in default under the Business Permits, and no suspension, revocation, cancellation or material modification of any Business Permit is pending or, to the Knowledge of Sellers, has been threatened, except for any default pursuant to any such Business Permit or proceeding to suspend, revoke, cancel or modify any such Business Permit as would not, individually or in the aggregate, be (or reasonably be expected to be) material to the Business, taken as a whole. (c) Since April 1, 2018, none of the Transferred Subsidiaries, the Business or, with respect to the Business, Sellers or any other Controlled Affiliates thereof, any of their respective officers, directors, employees, or, to the Knowledge of Sellers, other representatives or agents, in each case, with respect to the Business, or, to the Knowledge of Sellers, the Joint Venture, has taken any action in violation of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, all Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and all other applicable Laws relating to bribery, corruption, kick-backs or other improper or unlawful payments (regardless of the form, whether in money, property, services or otherwise) (collectively, “Anti-Corruption and Anti-Bribery Laws”). For purposes of this Section 2.12(c), “Knowledge of the Sellers” means the actual knowledge or awareness of a high probability of the existence of such circumstance, unless the individual actually believes that such circumstance does not exist, as of the Business Day prior to the date hereof, of the individuals set forth on Section 9.1(d) of the Seller Disclosure Letter.

Compliance with Laws; Licenses and Permits. (a) The Transferred SubsidiariesExcept as otherwise provided on Company Disclosure Schedule 3.5, to its Knowledge, the BusinessCompany has not violated any Laws, which violation has had or is reasonably expected to have a Material Adverse Effect on the Business Real Property and, with respect to the Business, Sellers and Controlled Affiliates are, and to the Knowledge of Sellers, the Joint Venture is, and for the past three (3) years have been, in compliance in all material respects with all applicable LawsCompany. (b) Section 2.12(b) To the Knowledge of the Seller Disclosure Letter sets forth a true and complete list Company, the Company has not made any illegal payment to officers or employees of all Permits (other than PMAs and DERs) primarily relating toany governmental or regulatory authority, or used engaged in any other reciprocal practices that violate any laws, or held for use made any illegal consideration to purchasing agents or other representatives of customers in respect of sales made or to be made by the Company. The Company has no Knowledge of facts that (with or without notice or lapse of time, or both) could result in the operation Company being in violation of any Law which may have a Material Adverse Effect on the Company. (c) Except as set forth on Company Disclosure Schedule 3.5, the Company has all licenses, concessions, permits, certificates of need, approvals and authorizations (collectively, “Permits”) from all Persons or Governmental Bodies necessary to conduct of, or in connection with, the Business as currently conducted, other than any such omissions that are not reasonably expected to have a Material Adverse Effect on the Company. Such Permits are sufficient to enable the Company to lawfully conduct its Business as presently conducted and as proposed to be conducted in all respects. To the Company’s Knowledge, no Permit is subject to revocation, forfeiture or renegotiation by virtue of any existing circumstances affecting the Company or by virtue of the date hereof, including special use or conditional use Permits relating to zoning requirements (collectively, execution and delivery of this Agreement by the “Business Permits”) that are material to the Business, Company and the legal owner of such Business Permits; provided, that all FAA certificates and aviation certificates issued by any foreign equivalent Governmental Authority shall be deemed to be material to the Business for purposes of this Section 2.12(b). The Business Permits set forth in Section 2.12(b) consummation of the Seller Disclosure Schedule represent all material Permits necessary for transactions contemplated hereby, other than as would not reasonably be expected to have a Material Adverse Effect on the lawful conduct of the Business as conducted as of the date hereofCompany. The Business Permits are valid and in full force and effect, neither Sellers, their Controlled Affiliates, nor any of the Transferred Subsidiaries are or have during the past three (3) years been in default under the Business Permits, and There is no suspension, revocation, cancellation or material modification of any Business Permit is Legal Proceeding pending or, to the Knowledge of Sellersthe Company, has been threatenedthreatened to modify or revoke any Permit, except for any default pursuant and no Permit is subject to any such Business Permit or proceeding to suspendoutstanding order, revokedecree, cancel or modify any such Business Permit as would notjudgment, individually or in the aggregate, be (or reasonably be expected to be) material to the Business, taken as a whole. (c) Since April 1, 2018, none of the Transferred Subsidiaries, the Business or, with respect to the Business, Sellers or any other Controlled Affiliates thereof, any of their respective officers, directors, employeesstipulation, or, to Company’s Knowledge, investigation that would be likely to materially negatively affect such Permit or the Knowledge of Sellers, other representatives or agents, in each case, with respect to the Business, or, to the Knowledge of Sellers, the Joint Venture, has taken any action in violation rights of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, all Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and all other applicable Laws relating to bribery, corruption, kick-backs or other improper or unlawful payments (regardless of the form, whether in money, property, services or otherwise) (collectively, “Anti-Corruption and Anti-Bribery Laws”). For purposes of this Section 2.12(c), “Knowledge of the Sellers” means the actual knowledge or awareness of a high probability of the existence of such circumstance, unless the individual actually believes that such circumstance does not exist, as of the Business Day prior to the date hereof, of the individuals set forth on Section 9.1(d) of the Seller Disclosure LetterCompany thereunder.

Compliance with Laws; Licenses and Permits. (a) The Transferred SubsidiariesExcept as otherwise provided on Schedule 3.5, the BusinessCompany has not violated any Laws, which violation has had or is reasonably expected to have a Material Adverse Effect on the Business Real Property and, with respect to the Business, Sellers and Controlled Affiliates are, and to the Knowledge of Sellers, the Joint Venture is, and for the past three (3) years have been, in compliance in all material respects with all applicable LawsCompany. (b) Section 2.12(b) The Company has not made any illegal payment to officers or employees of the Seller Disclosure Letter sets forth a true and complete list of all Permits (other than PMAs and DERs) primarily relating toany governmental or regulatory authority, or used engaged in any other reciprocal practices that violate any laws, or held for use made any illegal consideration to purchasing agents or other representatives of customers in respect of sales made or to be made by the Company. The Company has no Knowledge of facts that (with or without notice or lapse of time, or both) could result in the operation Company being in violation of any Law which may have a Material Adverse Effect on the Company. (c) Except as set forth on Schedule 3.5, the Company has all licenses, concessions, permits, certificates of need, approvals and authorizations (collectively, “Permits”) from all Persons or Governmental Bodies necessary to conduct of, or in connection with, the Business as conducted as currently conducted, other than any such omissions that are not reasonably expected to have a Material Adverse Effect on the Company. Such Permits are sufficient to enable the Company to lawfully conduct the Business. To the Company’s Knowledge, no Permit is subject to revocation, forfeiture or renegotiation by virtue of any existing circumstances affecting the Company or by virtue of the date hereof, including special use or conditional use Permits relating to zoning requirements (collectively, execution and delivery of this Agreement by the “Business Permits”) that are material to the Business, Company and the legal owner of such Business Permits; provided, that all FAA certificates and aviation certificates issued by any foreign equivalent Governmental Authority shall be deemed to be material to the Business for purposes of this Section 2.12(b). The Business Permits set forth in Section 2.12(b) consummation of the Seller Disclosure Schedule represent all material Permits necessary for transactions contemplated hereby, other than as would not reasonably be expected to have a Material Adverse Effect on the lawful conduct of the Business as conducted as of the date hereofCompany. The Business Permits are valid and in full force and effect, neither Sellers, their Controlled Affiliates, nor any of the Transferred Subsidiaries are or have during the past three (3) years been in default under the Business Permits, and There is no suspension, revocation, cancellation or material modification of any Business Permit is Legal Proceeding pending or, to the Knowledge of Sellersthe Company, has been threatenedthreatened to modify or revoke any Permit, except for any default pursuant and no Permit is subject to any such Business Permit or proceeding to suspendoutstanding order, revokedecree, cancel or modify any such Business Permit as would notjudgment, individually or in the aggregate, be (or reasonably be expected to be) material to the Business, taken as a whole. (c) Since April 1, 2018, none of the Transferred Subsidiaries, the Business or, with respect to the Business, Sellers or any other Controlled Affiliates thereof, any of their respective officers, directors, employeesstipulation, or, to Company’s Knowledge, investigation that would be likely to materially negatively affect such Permit or the Knowledge of Sellers, other representatives or agents, in each case, with respect to the Business, or, to the Knowledge of Sellers, the Joint Venture, has taken any action in violation rights of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, all Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and all other applicable Laws relating to bribery, corruption, kick-backs or other improper or unlawful payments (regardless of the form, whether in money, property, services or otherwise) (collectively, “Anti-Corruption and Anti-Bribery Laws”). For purposes of this Section 2.12(c), “Knowledge of the Sellers” means the actual knowledge or awareness of a high probability of the existence of such circumstance, unless the individual actually believes that such circumstance does not exist, as of the Business Day prior to the date hereof, of the individuals set forth on Section 9.1(d) of the Seller Disclosure LetterCompany thereunder.

Compliance with Laws; Licenses and Permits. (a) The Transferred Subsidiaries, the Business, the Business Real Property and, with respect to the Business, Sellers Company and Controlled Affiliates its Subsidiaries are, and to the Knowledge of Sellers, the Joint Venture is, and for during the past three (3) years have been, in compliance in all material respects with all laws, statutes, ordinances, rules, directives, codes, regulations, judgments, writs, stipulations, awards, injunctions, rule of common law, Orders and decrees, in each case, of any Governmental Authority (“Laws”) to the extent applicable Laws. (b) Section 2.12(b) to the Company or any of its Subsidiaries or by which any material property or asset of the Seller Disclosure Letter sets forth a true and complete list Company or any of all Permits (other than PMAs and DERs) primarily relating toits Subsidiaries is bound, or used or held for use in and, to the operation or conduct ofKnowledge of the Company, or in connection with, the Business as conducted as of the date hereof, including special use are not under investigation by any Governmental Authority with respect to any actual or conditional use Permits relating alleged material violation of any applicable Laws nor has any Governmental Authority indicated to zoning requirements the Company in writing an intention to conduct any such investigation. (collectivelyb) As of the date hereof, the “Business Permits”) that are material Company has not received any written (or to the BusinessKnowledge of the Company, oral) communication from any Governmental Authority during the past three years, alleging any failure on its part to comply in any material respect with any Law. (c) The Company and its Subsidiaries have all licenses, franchises, permits, certificates, approvals, registrations, and the legal owner of such Business Permits; provided, that all FAA certificates and aviation certificates other similar authorizations issued by any foreign equivalent Governmental Authority shall (other than the FCC) (each, a “Permit”) necessary to, affecting, or relating to, the ownership of the assets and/or the operation of the Company’s business as currently conducted, except those the failure of which to hold would not reasonably be deemed expected, individually or in the aggregate, to be material to the Business for purposes Company or any of this Section 2.12(bits Subsidiaries or to the operation of a Company Station (the “Company Permits”). The Business Permits set forth in Section 2.12(b) of the Seller Disclosure Schedule represent all material Permits necessary for the lawful conduct of the Business as conducted as of the date hereof. The Business Company Permits are valid and in full force and effect, neither Sellers, their Controlled Affiliates, the Company nor any of the Transferred its Subsidiaries are or have during the past three (3) years been is in material default under the Business PermitsCompany Permits and none of the Company Permits will be terminated as a result of the transactions contemplated hereby. As of the date hereof, and no suspension, revocation, neither the Company nor any of its Subsidiaries has received written notice of the pending suspension or cancellation or material modification of any Business Permit is pending or, to Company Permits. To the Knowledge of Sellersthe Company, no event has been threatened, except for any default pursuant to any such Business Permit occurred or proceeding to suspend, revoke, cancel or modify any such Business Permit as circumstance exists that would not, individually or in the aggregate, be (or reasonably be expected to be) result in a material to violation by the Business, taken as a whole. (c) Since April 1, 2018, none of the Transferred Subsidiaries, the Business or, with respect to the Business, Sellers Company or any other Controlled Affiliates thereof, of its Subsidiaries of any of their respective officers, directors, employees, or, to the Knowledge of Sellers, other representatives or agents, in each case, with respect to the Business, or, to the Knowledge of Sellers, the Joint Venture, has taken any action in violation of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, all Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and all other applicable Laws relating to bribery, corruption, kick-backs or other improper or unlawful payments (regardless of the form, whether in money, property, services or otherwise) (collectively, “Anti-Corruption and Anti-Bribery Laws”). For purposes of this Section 2.12(c), “Knowledge of the Sellers” means the actual knowledge or awareness of a high probability of the existence of such circumstance, unless the individual actually believes that such circumstance does not exist, as of the Business Day prior to the date hereof, of the individuals set forth on Section 9.1(d) of the Seller Disclosure LetterLaw.

Compliance with Laws; Licenses and Permits. (a) The Transferred Subsidiaries, the Business, the Business Real Property and, with respect to the Business, Sellers and Controlled Affiliates Group Companies are, and to the Knowledge of Sellerssince January 1, the Joint Venture is, and for the past three (3) years 2013 have been, in compliance in all material respects with all applicable laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees (“Laws”). To the Knowledge of the Company, (i) no investigation or review by any Governmental Authority with respect to any Group Company is pending or threatened, nor (ii) has any Governmental Authority indicated in writing to any Group Company an intention to conduct the same. Since January 1, 2013, no Group Company has received any written notice from any Governmental Authority of any material noncompliance with any Laws that has not been cured as of the date of this Agreement. (b) Section 2.12(b) The Group Companies have all material licenses, franchises, permits, certificates, approvals or other similar authorizations issued by applicable Governmental Authorities affecting, or relating to, the Assets or the operation of the Seller Business and that are necessary to enable the Group Companies to carry on the Business as presently conducted (the “Permits”). As of the date hereof, Section 2.12 of the Company Disclosure Letter sets forth a true true, correct and complete list of all Permits (other than PMAs and DERs) primarily relating to, or used or held for use in the operation or conduct of, or in connection with, the Business as conducted as of the date hereof, including special use or conditional use Permits relating to zoning requirements (collectively, the “Business Permits”) that are material to the Business, and the legal owner of such Business Permits; provided, that all FAA certificates and aviation certificates issued by any foreign equivalent Governmental Authority shall be deemed to be material to the Business for purposes of this Section 2.12(b). The Business Permits set forth in Section 2.12(b) of the Seller Disclosure Schedule represent all material Permits necessary for the lawful conduct of the Business as conducted as of the date hereof. The Business Permits are valid and in full force and effect, neither Sellers, their Controlled Affiliates, nor any and to the Knowledge of the Transferred Subsidiaries are or have during the past three (3) years been in default under the Business PermitsCompany, and no suspension, revocation, cancellation or material modification of any Business Permit is pending or, to the Knowledge of Sellers, has been initiated or threatened, and the Group Companies are not in default under the Permits, except for any such suspension, revocation, cancellation, modification or default pursuant to any such Business Permit or proceeding to suspend, revoke, cancel or modify any such Business Permit as that would not, individually or in the aggregate, be (or reasonably be expected to be) material be materially adverse to the Group Companies taken as a whole or otherwise interfere in any material respect with the conduct of the Business. None of the Permits will be terminated as a result of the transactions contemplated hereby, except as would not reasonably be expected, individually or in the aggregate, to be materially adverse to the Group Companies taken as a whole. (c) Since April 1, 2018, none of the Transferred Subsidiaries, the Business or, The Company makes no representation or warranty in this Section 2.12 with respect to the BusinessLitigation matters, Sellers environmental matters, employee matters or any other Controlled Affiliates thereof, any of their respective officers, directors, employees, orTax matters, to the Knowledge of Sellersextent such matters are addressed in Section 2.11, other representatives or agents, in each case, with respect to the Business, or, to the Knowledge of Sellers, the Joint Venture, has taken any action in violation of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, all Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and all other applicable Laws relating to bribery, corruption, kick-backs or other improper or unlawful payments (regardless of the form, whether in money, property, services or otherwise) (collectively, “Anti-Corruption and Anti-Bribery Laws”). For purposes of this Section 2.12(c2.13(a), “Knowledge of the Sellers” means the actual knowledge or awareness of a high probability of the existence of such circumstanceSection 2.13(b), unless the individual actually believes that such circumstance does not existSection 2.13(c), as of the Business Day prior to the date hereofSection 2.15(b), of the individuals set forth on Section 9.1(d2.15(c), Section 2.16(b) of the Seller Disclosure Letterand Section 2.16(c).

Compliance with Laws; Licenses and Permits. (a) The Transferred SubsidiariesCompany has not violated any Laws, which violation has had or is reasonably expected to have a Material Adverse Effect on the Business, the Business Real Property and, with respect to the Business, Sellers and Controlled Affiliates are, and to the Knowledge of Sellers, the Joint Venture is, and for the past three (3) years have been, in compliance in all material respects with all applicable LawsCompany. (b) Section 2.12(b) To the knowledge of the Seller Disclosure Letter sets forth a true and complete list Company, the Company has not made any illegal payment to officers or employees of all Permits (other than PMAs and DERs) primarily relating toany governmental or regulatory authority, or used engaged in any other reciprocal practices that violate any laws, or held for use made any illegal consideration to purchasing agents or other representatives of customers in respect of sales made or to be made by the Company. The Company is not aware of facts that (with or without notice or lapse of time, or both) could result in the operation or conduct ofCompany being in violation of any law which may have a Material Adverse Effect on the Company. (c) Except as set forth on Company Disclosure Schedule 4.05(c), or in connection withto the knowledge of the Company, the Business as conducted as Company has all licenses, concessions, permits, certificates of the date hereofneed, including special use or conditional use Permits relating to zoning requirements approvals and authorizations (collectively, the “Business Permits”) from all Persons or Governmental Authority necessary to conduct the Company business as currently conducted, other than any such omissions that are material not reasonably expected to have a Material Adverse Effect on the BusinessCompany. Such Permits are sufficient to enable the Company to lawfully conduct its business as presently conducted. No Permit is subject to revocation, forfeiture or renegotiation by virtue of any existing circumstances affecting the Company or by virtue of the execution and delivery of this Agreement by the Company and the legal owner of such Business Permits; provided, that all FAA certificates and aviation certificates issued by any foreign equivalent Governmental Authority shall be deemed to be material to the Business for purposes of this Section 2.12(b). The Business Permits set forth in Section 2.12(b) consummation of the Seller Disclosure Schedule represent all material Permits necessary for transactions contemplated hereby, other than as would not reasonably expected to have a Material Adverse Effect on the lawful conduct of the Business as conducted as of the date hereofCompany. The Business Permits are valid and in full force and effect, neither Sellers, their Controlled Affiliates, nor any of the Transferred Subsidiaries are or have during the past three (3) years been in default under the Business Permits, and There is no suspension, revocation, cancellation or material modification of any Business Permit is Litigation pending or, to the Knowledge knowledge of Sellersthe Company, has been threatenedthreatened to modify or revoke any Permit, except for any default pursuant and no Permit is subject to any outstanding order, decree, judgment, stipulation, or investigation that would be likely to affect such Business Permit or proceeding to suspend, revoke, cancel or modify any such Business Permit as would not, individually or in the aggregate, be (or reasonably be expected to be) material to the Business, taken as a whole. (c) Since April 1, 2018, none rights of the Transferred Subsidiaries, the Business or, with respect to the Business, Sellers or any other Controlled Affiliates thereof, any of their respective officers, directors, employees, or, to the Knowledge of Sellers, other representatives or agents, in each case, with respect to the Business, or, to the Knowledge of Sellers, the Joint Venture, has taken any action in violation of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, all Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and all other applicable Laws relating to bribery, corruption, kick-backs or other improper or unlawful payments (regardless of the form, whether in money, property, services or otherwise) (collectively, “Anti-Corruption and Anti-Bribery Laws”). For purposes of this Section 2.12(c), “Knowledge of the Sellers” means the actual knowledge or awareness of a high probability of the existence of such circumstance, unless the individual actually believes that such circumstance does not exist, as of the Business Day prior to the date hereof, of the individuals set forth on Section 9.1(d) of the Seller Disclosure LetterCompany thereunder.

Compliance with Laws; Licenses and Permits. (a) The Transferred SubsidiariesCompany has not violated any Laws, which violation has had or is reasonably expected to have a Material Adverse Effect on the Business, the Business Real Property and, with respect to the Business, Sellers and Controlled Affiliates are, and to the Knowledge of Sellers, the Joint Venture is, and for the past three (3) years have been, in compliance in all material respects with all applicable LawsCompany. (b) Section 2.12(b) To the Knowledge of the Seller Disclosure Letter sets forth a true and complete list Company, the Company has not made any illegal payment to officers or employees of all Permits (other than PMAs and DERs) primarily relating toany governmental or regulatory authority, or used engaged in any other reciprocal practices that violate any laws, or held for use made any illegal consideration to purchasing agents or other representatives of customers in respect of sales made or to be made by the Company. The Company is not aware of facts that (with or without notice or lapse of time, or both) could result in the operation Company being in violation of any law which may have a Material Adverse Effect on the Company. (c) Except as set forth on Company Disclosure Schedule 3.5, the Company has all licenses, concessions, permits, certificates of need, approvals and authorizations (collectively, “Permits”) from all Persons or Governmental Entities necessary to conduct of, or in connection with, the Business as currently conducted, other than any such omissions that are not reasonably expected to have a Material Adverse Effect on the Company. Such Permits are sufficient to enable the Company to lawfully conduct its Business as presently conducted and as proposed to be conducted in all respects. No Permit is subject to revocation, forfeiture or renegotiation by virtue of any existing circumstances affecting the Company or by virtue of the date hereof, including special use or conditional use Permits relating to zoning requirements (collectively, execution and delivery of this Agreement by the “Business Permits”) that are material to the Business, Company and the legal owner of such Business Permits; provided, that all FAA certificates and aviation certificates issued by any foreign equivalent Governmental Authority shall be deemed to be material to the Business for purposes of this Section 2.12(b). The Business Permits set forth in Section 2.12(b) consummation of the Seller Disclosure Schedule represent all material Permits necessary for transactions contemplated hereby, other than as would not reasonably expected to have a Material Adverse Effect on the lawful conduct of the Business as conducted as of the date hereofCompany. The Business Permits are valid and in full force and effect, neither Sellers, their Controlled Affiliates, nor any of the Transferred Subsidiaries are or have during the past three (3) years been in default under the Business Permits, and There is no suspension, revocation, cancellation or material modification of any Business Permit is Litigation pending or, to the Knowledge knowledge of Sellersthe Company, has been threatenedthreatened to modify or revoke any Permit, except for any default pursuant and no Permit is subject to any outstanding order, decree, judgment, stipulation, or investigation that would be likely to affect such Business Permit or proceeding to suspend, revoke, cancel or modify any such Business Permit as would not, individually or in the aggregate, be (or reasonably be expected to be) material to the Business, taken as a whole. (c) Since April 1, 2018, none rights of the Transferred Subsidiaries, the Business or, with respect to the Business, Sellers or any other Controlled Affiliates thereof, any of their respective officers, directors, employees, or, to the Knowledge of Sellers, other representatives or agents, in each case, with respect to the Business, or, to the Knowledge of Sellers, the Joint Venture, has taken any action in violation of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, all Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and all other applicable Laws relating to bribery, corruption, kick-backs or other improper or unlawful payments (regardless of the form, whether in money, property, services or otherwise) (collectively, “Anti-Corruption and Anti-Bribery Laws”). For purposes of this Section 2.12(c), “Knowledge of the Sellers” means the actual knowledge or awareness of a high probability of the existence of such circumstance, unless the individual actually believes that such circumstance does not exist, as of the Business Day prior to the date hereof, of the individuals set forth on Section 9.1(d) of the Seller Disclosure LetterCompany thereunder.

Compliance with Laws; Licenses and Permits. (a) The Transferred SubsidiariesEach member of the Company Group is operating and has at all times operated its business in all material respects in compliance with all applicable Laws, except where the failure to do so would not have a Material Adverse Effect. During the four (4) years immediately preceding the date hereof, no member of the Company Group has received written notice from any Governmental Authority alleging any failure by it to comply with any Laws. There is no outstanding or, to the Company Group's Knowledge, threatened, order, writ, injunction or decree of any Governmental Authority or arbitration tribunal against or involving any member of the Company Group, the Businessoperation of the Business or the Shares. (b) Each member of the Company Group owns and validly holds all licenses, authorizations, permissions, permits, certificates, approvals, registrations, accreditations and exemptions issued by any Governmental Authority and required to conduct its businesses as presently conducted and to own, operate, or use, as applicable, the Business Assets and the Leased Real Property Property, an accurate list of which is set forth on Schedule 4.14(b) (collectively, the "Permits" and, individually, a "Permit"), except for those Permits, the failure of which to obtain, would not have a Material Adverse Effect on the Company Group. To the Company Group's Knowledge, all Permits are valid and subsisting in accordance with respect their terms and are in full force and effect. To the Company Group's Knowledge, each member of the Company Group is in compliance in all material respects with all Permits and has not committed any act or omitted to take any action that is likely to cause it to lose the benefit of or jeopardize the renewal of any Permit. There are no Claims pending or, to the BusinessCompany Group's Knowledge, Sellers and Controlled Affiliates arethreatened that seek the revocation, and to cancellation, suspension or any adverse modification of any Permits. Each member of the Knowledge of Sellers, the Joint Venture Company Group is, and for the past three (3) years have at all times after June 30, 2011 has been, in compliance in all material respects with all applicable Laws. the terms and requirements of each Permit identified or required to be identified on Schedule 4.14(b) to the Company Group's Knowledge, after June 30, 2011, no event has occurred or circumstance exists that may (bA) Section 2.12(bconstitute or result directly or indirectly in a material violation of or a material failure to comply with any term or requirement of any Permit listed or required to be listed on Schedule 4.14(b) of the Seller Disclosure Letter sets forth a true and complete list of all Permits or (other than PMAs and DERsB) primarily relating to, result directly or used or held for use indirectly in the operation revocation, withdrawal, suspension, cancellation, termination or conduct nonrenewal of, or in connection withany modification to, the Business as conducted as any Permit listed or required to be listed on Schedule 4.14(b). No member of the date hereofCompany Group has received, including special use at any time after June 30, 2011, any written notice from any Governmental Authority, accrediting body or conditional use Permits relating to zoning requirements any other Person regarding (collectivelyA) any actual, the “Business Permits”) that are alleged, possible or potential material to the Business, and the legal owner violation of such Business Permits; provided, that all FAA certificates and aviation certificates issued or material failure by any foreign equivalent Governmental Authority shall be deemed to be material to the Business for purposes of this Section 2.12(b). The Business Permits set forth in Section 2.12(b) a member of the Seller Disclosure Schedule represent all material Permits necessary for the lawful conduct Company Group to comply with any term or requirement of the Business as conducted as of the date hereof. The Business Permits are valid and in full force and effectany Permit or (B) any actual, neither Sellersproposed, their Controlled Affiliatespossible or potential revocation, nor any of the Transferred Subsidiaries are or have during the past three (3) years been in default under the Business Permitswithdrawal, and no suspension, revocation, cancellation or material termination of, or modification of to, any Business Permit is pending or, Permit. All applications required to have been filed for the Knowledge of Sellers, has been threatened, except for any default pursuant to any such Business Permit or proceeding to suspend, revoke, cancel or modify any such Business Permit as would not, individually or in the aggregate, be (or reasonably be expected to be) material to the Business, taken as a whole. (c) Since April 1, 2018, none renewal of the Transferred SubsidiariesPermits listed or required to be listed on Schedule 4.14(b) have been duly filed on a timely basis with the appropriate Governmental Authorities or accrediting bodies, the Business or, and all other filings required to have been made with respect to such Permits have been duly made on a timely basis with the Businessappropriate Governmental Authorities or accrediting bodies, Sellers except where the failure to file such applications or make such filings would not have a Material Adverse Effect. To the Company Group's Knowledge, there is no reasonable basis to expect that any other Controlled Affiliates thereof, any of their respective officers, directors, employees, or, to the Knowledge of Sellers, other representatives Permits will not be reissued or agentstransferred, in each casecase on materially similar terms as currently existing, with respect to if required as a result of the Business, or, to execution of this Agreement and/or the Knowledge consummation of Sellersthe Transactions. To the Company Group's Knowledge, the Joint Venture, has taken any action Permits listed in violation Schedule 4.14(b) collectively constitute all of the U.S. Foreign Corrupt Practices Act of 1977, Permits necessary to permit the UK Bribery Act 2010, all Laws enacted Company Group to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions lawfully conduct and all other applicable Laws relating to bribery, corruption, kick-backs or other improper or unlawful payments (regardless of the form, whether in money, property, services or otherwise) (collectively, “Anti-Corruption and Anti-Bribery Laws”). For purposes of this Section 2.12(c), “Knowledge of the Sellers” means the actual knowledge or awareness of a high probability of the existence of such circumstance, unless the individual actually believes that such circumstance does not exist, as of operate the Business Day prior in substantially the manner it currently conducts and operates the Business and to permit the date hereof, of Company to own and use its assets in substantially the individuals set forth on Section 9.1(d) of the Seller Disclosure Lettermanner in which it currently own and use such assets.

Compliance with Laws; Licenses and Permits. (a) The Transferred Subsidiaries, business and operations of the Business, Company and the Business Real Property and, with respect to the Business, Sellers and Controlled Affiliates are, and to the Knowledge of Sellers, the Joint Venture is, and for the past three (3) years Company Insurance Subsidiaries have been, been conducted in compliance with all applicable statutes and regulations regulating the business of insurance and all applicable orders and directives of insurance regulatory authorities (collectively, "Insurance Laws"), except where the failure to so conduct business and operations would not prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement or cause the loss of eligibility to do business where the loss would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Company Insurance Subsidiary has marketed, sold and issued insurance products in compliance, in all material respects respects, with all Insurance Laws applicable Laws. (b) Section 2.12(b) to the business of the Seller Disclosure Letter sets forth a true that Company Insurance Subsidiary and complete list of all Permits (other than PMAs and DERs) primarily relating to, or used or held for use in the operation or conduct of, or respective jurisdictions in connection with, which the Business as conducted as of the date hereof, including special use or conditional use Permits relating to zoning requirements (collectively, the “Business Permits”) that are material to the Business, and the legal owner of such Business Permits; provided, that all FAA certificates and aviation certificates issued by any foreign equivalent Governmental Authority shall be deemed to be material to the Business for purposes of this Section 2.12(b)products have been sold. The Business Permits set forth in Section 2.12(b) of the Seller Disclosure Schedule represent all material Permits necessary for the lawful conduct of the Business as conducted as of the date hereof. The Business Permits are valid and in full force and effect, neither Sellers, their Controlled Affiliates, nor any of the Transferred Subsidiaries are or have during the past three (3) years been in default under the Business Permits, and There is no suspension, revocation, cancellation or material modification of any Business Permit is pending or, to the Knowledge knowledge of Sellersthe Company, threatened charge by any insurance regulatory authority that any of the Company Insurance Subsidiaries has been threatenedviolated, except for nor any default pursuant pending or, to the knowledge of the Company, threatened investigation by any such Business Permit or proceeding insurance regulatory authority with respect to suspendpossible violations of, revoke, cancel or modify any such Business Permit as would notapplicable Insurance Laws where the violations would, individually or in the aggregate, be (or reasonably be expected likely to be) material to have a Company Material Adverse Effect. Except as set forth in the Business, taken as a whole. (c) Since April 1, 2018Disclosure Schedule, none of the Transferred SubsidiariesCompany Insurance Subsidiaries is subject to any currently effective material order or decree of any insurance regulatory authority relating specifically to that Company Insurance Subsidiary (as opposed to insurance companies generally). The Company Insurance Subsidiaries have filed all reports required to be filed with any insurance regulatory authority on or before the date of this Agreement as to which the failure to file the reports would, individually or in the Business oraggregate, with respect be reasonably likely to the Business, Sellers or any other Controlled Affiliates thereof, any have a Company Material Adverse Effect. Copies of their respective officers, directors, employees, or, to the Knowledge of Sellers, other representatives or agents, in each case, with respect to the Business, or, to the Knowledge of Sellers, the Joint Venture, has taken any action in violation all insurance licenses of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, all Laws enacted Insurance Subsidiaries previously have been provided to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and all other applicable Laws relating to bribery, corruption, kick-backs or other improper or unlawful payments (regardless of the form, whether in money, property, services or otherwise) (collectively, “Anti-Corruption and Anti-Bribery Laws”). For purposes of this Section 2.12(c), “Knowledge of the Sellers” means the actual knowledge or awareness of a high probability of the existence of such circumstance, unless the individual actually believes that such circumstance does not exist, as of the Business Day prior to the date hereof, of the individuals set forth on Section 9.1(d) of the Seller Disclosure LetterParent.

Compliance with Laws; Licenses and Permits. (a) The Transferred Subsidiaries, the Business, the Business Real Property and, with respect to the Business, Sellers Buyer and Controlled Affiliates its Subsidiaries are, and to the Knowledge of Sellers, the Joint Venture is, and for during the past three (3) years have been, in compliance in all material respects with all Laws to the extent applicable Lawsto Buyer or any of its Subsidiaries or by which any material property or asset of Buyer or any of its Subsidiaries is bound, and, to the Knowledge of Buyer, as of the date hereof are not under investigation by any Governmental Authority with respect to any actual or alleged material violation of any applicable Laws nor has any Governmental Authority indicated to Buyer in writing an intention to conduct any such investigation. (b) Section 2.12(b) As of the Seller Disclosure Letter sets forth a true date hereof Buyer has not received any written (or to the Knowledge of the Buyer, oral) communication from any Governmental Authority during the past three years, alleging any failure on its part to comply in any material respect with any Law. (c) Buyer and complete list of its Subsidiaries have all Permits (other than PMAs and DERs) primarily necessary to, affecting, or relating to, the ownership of the material assets and/or the operation of the Buyer’s business as currently conducted, except those the failure of which to hold would not reasonably be expected, individually or used or held for use in the operation or conduct ofaggregate, or in connection with, the Business as conducted as of the date hereof, including special use or conditional use Permits relating to zoning requirements (collectively, the “Business Permits”) that are material to the Business, and the legal owner of such Business Permits; provided, that all FAA certificates and aviation certificates issued by any foreign equivalent Governmental Authority shall be deemed to be material to Buyer or any of its Subsidiaries or to the Business for purposes operation of this Section 2.12(ba Buyer Station (the “Buyer Permits”). The Business Permits set forth in Section 2.12(b) of the Seller Disclosure Schedule represent all material Permits necessary for the lawful conduct of the Business as conducted as of the date hereof. The Business Buyer Permits are valid and in full force and effect, neither Sellers, their Controlled Affiliates, Buyer nor any of the Transferred its Subsidiaries are or have during the past three (3) years been is in material default under the Business Permits, Buyer Permits and no suspension, revocation, cancellation or material modification of any Business Permit is pending or, to the Knowledge of Sellers, has been threatened, except for any default pursuant to any such Business Permit or proceeding to suspend, revoke, cancel or modify any such Business Permit as would not, individually or in the aggregate, be (or reasonably be expected to be) material to the Business, taken as a whole. (c) Since April 1, 2018, none of the Transferred Subsidiaries, Buyer Permits will be terminated as a result of the Business or, with respect to transactions contemplated hereby. As of the Business, Sellers or any other Controlled Affiliates thereof, date hereof neither Buyer not any of their respective officers, directors, employees, or, to the Knowledge of Sellers, other representatives or agents, in each case, with respect to the Business, or, to the Knowledge of Sellers, the Joint Venture, its Subsidiaries has taken any action in violation received written notice of the U.S. Foreign Corrupt Practices Act pending suspension or cancellation of 1977, the UK Bribery Act 2010, all Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and all other applicable Laws relating to bribery, corruption, kick-backs or other improper or unlawful payments (regardless of the form, whether in money, property, services or otherwise) (collectively, “Anti-Corruption and Anti-Bribery Laws”). For purposes of this Section 2.12(c), “Knowledge of the Sellers” means the actual knowledge or awareness of a high probability of the existence of such circumstance, unless the individual actually believes that such circumstance does not exist, as of the Business Day prior to the date hereof, of the individuals set forth on Section 9.1(d) of the Seller Disclosure Letterany Buyer Permits.