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

Compliance with Laws; Licenses and Permits. (a) Nuprim is operating and has at all times operated its business, including the utilization of the Iclaprim Assets and Company Intellectual Property, in compliance with all applicable Laws, including, all governmental specifications, authorization or requirement or any decree, judgment, order or similar restriction. Except as set forth in Schedule 5.14(a), neither Nuprim nor any Nuprim Shareholder has received written notice from any Governmental Authority of any investigation, Claim or Proceeding concerning non-compliance with any Laws. There is no outstanding or, to Nuprim’s Knowledge, threatened, order, writ, injunction or decree of any Governmental Authority or arbitration tribunal against or involving Nuprim, the operation of the Business or the Nuprim Shares. (b) Attached hereto as Schedule 5.14(b) Nuprim’s interest in all licenses, authorizations, permissions, permits, certificates, approvals, registrations, accreditations and exemptions (collectively, the “Permits” and, individually, a “Permit”). To Nuprim’s Knowledge, except as provided in Schedule 5.14(b), all Permits are valid and subsisting in accordance with their terms and are in full force and effect. To Nuprim’s Knowledge, except as set forth in Schedule 5.14(b), Nuprim 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 Nuprim’s Knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any Permits. . Nuprim has not received any written notice from any Governmental Authority, accrediting body or any other Person regarding (A) any actual, alleged, possible or potential material violation of or material failure by Nuprim to comply with any term or requirement of any Permit or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation or termination of, or modification to, any Permit. To Nuprim’s Knowledge, there is no reasonable basis to expect that any Permits will not be reissued or transferred, in each case on materially similar terms as currently existing, if required as a result of the execution of this Agreement and/or the consummation of the Transactions.

Compliance with Laws; Licenses and Permits. (a) Nuprim Buyer is currently operating and has at all times during the five (5) years immediately preceding the date hereof operated its business, including the utilization of the Iclaprim Assets and Company Intellectual Property, Business in compliance with all applicable Laws. During the five (5) years immediately preceding the date hereof, including, all governmental specifications, authorization or requirement or any decree, judgment, order or similar restriction. Except as set forth in Schedule 5.14(a), neither Nuprim nor any Nuprim Shareholder Buyer has not received written notice from any Governmental Authority of alleging any investigation, Claim or Proceeding concerning non-compliance failure by it to comply with any Laws. There is no outstanding or, to NuprimBuyer’s Knowledge, threatened, order, writ, injunction or decree of any Governmental Authority or arbitration tribunal against or involving NuprimBuyer, the operation of the its Business or the Nuprim SGSI Common Shares. (b) Attached hereto as Schedule 5.14(b) Nuprim’s interest in Buyer owns and validly holds all licenses, authorizations, permissions, permits, certificates, approvals, registrations, accreditations and exemptions required to be held by Buyer for the conduct the Business as presently conducted and to own, operate, or use, as applicable, the Assets and the Leased Real Property, an accurate list of which is set forth on Schedule 5.14(b) of the Buyer Disclosure Schedules (collectively, the “Buyer Permits” and, individually, a “Permit”). To Nuprim’s Knowledge, except as provided in Schedule 5.14(b), all All Permits are valid and subsisting in accordance with their terms and are in full force and effect. To Nuprim’s Knowledge, except as set forth in Schedule 5.14(b), Nuprim is in compliance in all material respects with all Permits and Buyer 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 NuprimBuyer’s Knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any Permits. Buyer is, and at all times in the five (5) years preceding the date hereof has been, in material compliance with the terms and requirements of each Buyer Permit identified or required to be identified on Schedule 5.14(b) of the Buyer Disclosure Schedules, and in the five (5) years preceding the date hereof, to Buyer’s Knowledge, no event has occurred or circumstance exists that may (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Buyer Permit listed or required to be listed on Schedule 5.14(b) of the Buyer Disclosure Schedules or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or nonrenewal of, or any modification to, any Buyer Permit listed or required to be listed on Schedule 5.14(b) of the Buyer Disclosure Schedules. Nuprim Buyer has not received received, at any time within the five (5) years preceding the date hereof, any written notice from any Governmental Authority, accrediting body or any other Person regarding (A) any actual, alleged, possible or potential material violation of or material failure by Nuprim Buyer to comply with any term or requirement of any Buyer Permit or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation or termination of, or modification to, any Buyer Permit. All applications required to have been filed for the renewal of Buyer Permits listed or required to be listed on Schedule 5.14(b) of the Buyer Disclosure Schedules have been duly filed on a timely basis with the appropriate Governmental Authorities or accrediting bodies, and all other filings required to have been made with respect to such Buyer Permits have been duly made on a timely basis with the appropriate Governmental Authorities or accrediting bodies. To NuprimBuyer’s Knowledge, there is no reasonable basis to expect that any Buyer Permits will not be reissued or transferred, in each case case, on materially similar terms as currently existing, if required as a result of the execution of this Agreement and/or the consummation of the Transactions. Buyer Permits listed in Schedule 5.14(b) of the Buyer Disclosure Schedules collectively constitute all of Buyer Permits necessary to permit Buyer to lawfully conduct and operate the Business in substantially the manner it currently conducts and operates the Business and to permit Buyer to own and use its assets in substantially the manner in which it currently own and use such assets.

Compliance with Laws; Licenses and Permits. (aExcept as set forth in Schedule 4.6(a) Nuprim attached hereto, to the best of Seller's knowledge, neither Seller nor Parent is in violation of any law or any regulation or requirement which violation might reasonably be expected to have a material adverse effect upon the financial condition, operating and has at all times operated its businessresults, including the utilization Accreditation or business of the Iclaprim Assets School, and Company Intellectual Property, in compliance with all applicable Laws, including, all governmental specifications, authorization or requirement or neither Seller nor Parent has received notice of any decree, judgment, order or similar restrictionsuch violation. Except as set forth in Schedule 5.14(a)4.6(a) attached hereto, neither Nuprim Seller nor any Nuprim Shareholder Parent has received written any notice from any Governmental Authority of any investigation, Claim or Proceeding concerning non-compliance with any Laws. There is no outstanding or, to Nuprim’s Knowledge, threatened, order, writ, injunction or decree of any Governmental Authority or arbitration tribunal against or involving Nuprim, the operation violations of the Business Occupational Safety and Health Act, as amended, or any similar state or local laws, rules or regulations, relating to the Nuprim Shares. (b) Attached hereto as Schedule 5.14(b) Nuprim’s interest in School. Seller currently maintains all licenses, authorizationsAccreditations, permissionscertificates, permits, certificatesconsents, approvalsauthorizations, registrationsand other governmental or regulatory approvals (the "Licenses and Permits") necessary for Seller to conduct the business and operations of the School as presently being conducted, accreditations except where the failure to maintain any such Licenses and exemptions (collectivelyPermits would not have a material adverse effect on the operations or financial condition of the School. As of the date hereof, the “Permits” and, individually, a “Permit”). To Nuprim’s Knowledge, except School has no more than eighty-five percent (85%) of its revenues derived from Title IV funds as provided in Schedule 5.14(b), all Permits are valid and subsisting determined in accordance with their terms 34 C.F.R. (S) 600.5(d) and has not had more than eighty-five percent (85%) of its revenues so derived since July 1, 1995. Schedule 4.6(b) attached hereto is a true, correct and complete list of all Licenses and Permits held by Seller and the governmental authority or Accrediting Body granting such Licenses and Permits. Except as set forth on Schedule 4.6(b), the Licenses and Permits are in full force and effect, and no proceedings for the suspension or cancellation of any of them is pending or, to the best of Seller's knowledge, threatened. To Nuprim’s KnowledgeSeller has delivered to Purchaser copies of all such Licenses and Permits. Except as set forth on Schedule 4.6(b), except Seller has received no notice that any of the Licenses and Permits will not be renewed and to the best of Seller's knowledge, there is no basis for nonrenewal. Seller is accredited by the Accrediting Commission of Career Schools and Colleges of Technology and the Accrediting Commission of the American Culinary Federation Educational Institute, is certified by the DOE as an eligible institution under Title IV and is a party to, and in compliance with, a valid program participation agreement with the DOE with respect to the operations of the School. Except as set forth in Schedule 5.14(b)4.6(c) attached hereto, Nuprim 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 Nuprim’s Knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any Permits. . Nuprim Seller has not received any written notice from notice, not previously resolved, with respect to any Governmental Authority, accrediting body alleged violation of the rules or regulations of the DOE or any other Person regarding (A) any actualapplicable Accrediting Body in respect of the School, allegedincluding sales and marketing activities, possible or potential material violation of or material failure by Nuprim to comply with any term or requirement the terms of any Permit program participation agreement to which it is or (B) was a party. If any actualsuch notices have been received and not resolved, proposed, possible or potential revocation, withdrawal, suspension, cancellation or termination of, or modification to, any Permit. To Nuprim’s Knowledge, there is no reasonable basis Seller has disclosed their receipt and disposition to expect that any Permits will not be reissued or transferred, Purchaser in each case on materially similar terms as currently existing, if required as a result of writing prior to the execution of this Agreement and/or the consummation Agreement. Except as set forth on Schedule 4.6(c) attached hereto, Seller and Parent are not aware of any investigation or review of the TransactionsSchool's student financial aid programs or any review of Accreditation of the School by any governmental entity or Accrediting Body.

Compliance with Laws; Licenses and Permits. Except as disclosed on Schedule 4.12: (a) Nuprim is operating In the three (3) years prior to the date hereof, the Sellers have conducted the Business, and has at all times operated its businessused, including held for use, marketed, promoted, stored, distributed, and sold the utilization of the Iclaprim Products and Transferred Assets and Company Intellectual Property, in material compliance with all applicable Laws, including, all governmental specifications, authorization or requirement or and the Sellers have not received any decree, judgment, order or similar restriction. Except as set forth in Schedule 5.14(a), neither Nuprim nor any Nuprim Shareholder has received written notice alleging noncompliance with applicable Laws. (b) The Sellers have all required licenses, franchises, permits, concessions, exemptions, orders, certificates, registrations, re-registrations, applications, consents, approvals, qualifications or other similar authorizations issued by applicable Governmental Entities, including Marketing Authorizations, to operate the Business as currently conducted and market, promote, store, distribute, and use the Products and Transferred Assets (the “Permits”). The Permits are and have been valid and in full force and effect and none of the Permits will be terminated as a result of the transactions contemplated by this Agreement. No Proceeding is pending or is or has previously been threatened, regarding the withdrawal, material adverse modification or revocation of any such Permit. As of the date hereof, the Sellers have not received any written communication from any Governmental Authority Entity threatening to withdraw, materially modify or suspend any Permit. To the Sellers’ Knowledge, the Sellers are not in violation of the terms of any investigationPermit. (i) There have been no, Claim in the three (3) years prior to the date hereof, recalls, withdrawals or Proceeding suspensions conducted by or on behalf of the Sellers concerning non-compliance with any Laws. There is no outstanding orthe Products or Transferred Assets in the Territory, whether voluntary or otherwise; (ii) to Nuprim’s the Sellers’ Knowledge, threatenedthere are no pending Proceedings seeking the recall, ordermarket withdrawal, writ, injunction or decree suspension of any Products or Transferred Assets, or otherwise relating to the alleged lack of safety, efficacy or regulatory compliance of any Products or Transferred Assets; and (iii) there have been no warning letters, untitled letters, or Form 483 Notices of Inspectional Observations from any Governmental Authority Entity received by the Sellers in the three (3) years prior to the date hereof relating to any Products or arbitration tribunal against Transferred Assets or involving Nuprimthe manufacturing facility for such Products or Transferred Assets. (d) The Sellers are not party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders or similar material agreements with or imposed by any Governmental Entity relating specifically to any part of the Business. (e) The Sellers have not been, with respect to the sale of the Products in the Territory, the operation of the Business or the Nuprim Sharesownership of the Transferred Assets: (i) convicted of or charged or threatened in writing with prosecution or under investigation, by a Governmental Entity (including, for purposes of this Section 4.12(e)(i) only, a qui tam relator or similar whistleblower acting in the name of any Governmental Entity) for any violation of a Healthcare Regulatory Law including any law applicable to a health care program defined in 42 U.S.C. § 1320a-7b(f) (“Federal Health Care Programs”); (ii) convicted of, charged with, or is is under investigation for, any violation of applicable Law related to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation, or manufacture, storage, distribution or sale of controlled substances; (iii) suspended, debarred or excluded from participation pursuant to the Healthcare Regulatory Laws; (iv) excluded, suspended or debarred from participation, or otherwise ineligible to participate, in any Federal Health Care Program; any federal, state, or local governmental procurement or non-procurement program; or any other federal or state government program or activity, or has otherwise received notice of a proposed exclusion, suspension, debarment, or ineligibility determination from any Governmental Entity; or (v) found to have committed any violation of Law that is reasonably expected to serve as the basis for any such exclusion, suspension, debarment or other ineligibility. (bf) Attached hereto as Schedule 5.14(b) Nuprim’s interest Neither the Sellers nor, to the Knowledge of the Sellers, any of their directors, officers, employees, representatives or authorized agents, has, with respect to the sale of the Products in all licenses, authorizations, permissions, permits, certificates, approvals, registrations, accreditations and exemptions (collectivelythe Territory, the “Permits” andoperation of the Business or the ownership of the Transferred Assets, individually(i) made any payment of cash or other consideration (including payments or discounts to customers or clients or employees of customers or clients) for purposes of doing business with such Persons, a “Permit”). To Nuprim’s Knowledgeor taken any action, except as provided in Schedule 5.14(b), all Permits are valid and subsisting in accordance with their terms and are in full force and effect. To Nuprim’s Knowledge, except as set forth in Schedule 5.14(b), Nuprim is in compliance in all material respects with all Permits and has not committed any act or omitted failed to take any action that is likely to cause it to lose the benefit of or jeopardize the renewal action, in violation of any Permit. There are no Claims pending orLaws prohibiting the payment of undisclosed commissions or bonuses; (ii) made any illegal contribution, gift, bribe, rebate, payoff, commission, promotional allowance, influence payment, kickback, or other payment or economic benefit or anything of value to any person, in any country, private or public, regardless of what form, whether in money, property, or services; (iii) paid, established or maintained any funds or assets that have not been recorded in the books and records of the Sellers; or (iv) aided, abetted, caused (directly or indirectly), participated in, or otherwise conspired with, any person or entity to violate the terms of any judgment, sentence, order or decree of any court or Governmental Entity applicable to the Sellers or their Subsidiaries. (g) Except for transactions that have been authorized pursuant to specific licenses issued by the U.S. Office of Foreign Assets Control (“OFAC”), for the past three (3) years, neither the Sellers nor, to Nuprim’s Knowledgethe Knowledge of the Sellers, threatened that seek any of their directors, officers, employees, representatives or authorized agents, has, with respect to the revocationsale of the Products in the Territory, cancellationthe operation of the Business or the ownership of the Transferred Assets, suspension participated in any transaction in or any adverse modification of any Permits. . Nuprim has not received any written notice from any Governmental Authorityinvolving (i) a party designated on the OFAC Specially Designated Nationals and Blocked Persons List or other similar list, accrediting body or any other Person regarding owned fifty percent (A50%) any actualor more by one or more such parties, alleged(ii) a country with which such transactions by the Sellers or their Subsidiaries are prohibited pursuant to applicable Laws including U.S. economic sanctions administered by OFAC (a “Sanctioned Country”), possible or potential material violation of or material failure by Nuprim to comply with any term or requirement of any Permit or (Biii) any actual, proposed, possible a government or potential revocation, withdrawal, suspension, cancellation or termination of, or modification to, any Permit. To Nuprim’s Knowledge, there is no reasonable basis to expect that any Permits will not be reissued or transferred, in each case on materially similar terms as currently existing, if required as national of a result of the execution of this Agreement and/or the consummation of the TransactionsSanctioned Country where prohibited by applicable Laws including U.S. economic sanctions administered by OFAC.

Compliance with Laws; Licenses and Permits. (a) Nuprim The Company is currently operating and has at all times during the five (5) years immediately preceding the date hereof operated its business, including the utilization of the Iclaprim Assets and Company Intellectual Property, Business in compliance with all applicable Laws. During the five (5) years immediately preceding the date hereof, including, all governmental specifications, authorization or requirement or any decree, judgment, order or similar restriction. Except as set forth in Schedule 5.14(a), neither Nuprim nor any Nuprim Shareholder the Company has not received written notice from any Governmental Authority of alleging any investigation, Claim or Proceeding concerning non-compliance failure by it to comply with any Laws. There is no outstanding or, to Nuprimthe Company’s Knowledge, threatened, order, writ, injunction or decree of any Governmental Authority or arbitration tribunal against or involving Nuprimthe Company, the operation of the Business or the Nuprim WaveTech Shares. (b) Attached hereto as Schedule 5.14(b) Nuprim’s interest in The Company owns and validly holds all licenses, authorizations, permissions, permits, certificates, approvals, registrations, accreditations and exemptions required to be held by the Company for the conduct the Business as presently conducted and to own, operate, or use, as applicable, the Assets and the Leased Real Property, an accurate list of which is set forth on Schedule 4.14(b) of the Company Disclosure Schedules (collectively, the “Company Permits” and, individually, a “Permit”). To Nuprim’s Knowledge, except as provided in Schedule 5.14(b), all All Permits are valid and subsisting in accordance with their terms and are in full force and effect. To Nuprim’s Knowledge, except as set forth in Schedule 5.14(b), Nuprim is in compliance in all material respects with all Permits and The Company 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 Nuprimthe Company’s Knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any Permits. The Company is, and at all times in the five (5) years preceding the date hereof has been, in material compliance with the terms and requirements of each Company Permit identified or required to be identified on Schedule 4.14(b) of the Company Disclosure Schedules, and in the five (5) years preceding the date hereof, to the Company’s Knowledge, no event has occurred or circumstance exists that may (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Company Permit listed or required to be listed on Schedule 4.14(b) of the Company Disclosure Schedules or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or nonrenewal of, or any modification to, any Company Permit listed or required to be listed on Schedule 4.14(b) of the Company Disclosure Schedules. Nuprim The Company has not received received, at any time within the five (5) years preceding the date hereof, any written notice from any Governmental Authority, accrediting body or any other Person regarding (A) any actual, alleged, possible or potential material violation of or material failure by Nuprim the Company to comply with any term or requirement of any Company Permit or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation or termination of, or modification to, any Company Permit. All applications required to have been filed for the renewal of the Company Permits listed or required to be listed on Schedule 4.14(b) of the Company Disclosure Schedules have been duly filed on a timely basis with the appropriate Governmental Authorities or accrediting bodies, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authorities or accrediting bodies. To Nuprimthe Company’s Knowledge, there is no reasonable basis to expect that any Company Permits will not be reissued or transferred, in each case case, on materially similar terms as currently existing, if required as a result of the execution of this Agreement and/or the consummation of the Transactions. The Company Permits listed in Schedule 4.14(b) of the Company Disclosure Schedules collectively constitute all of the Company Permits necessary to permit the Company to lawfully conduct and operate the Business in substantially the manner it currently conducts and operates the Business and to permit the Company to own and use its assets in substantially the manner in which it currently own and use such assets.

Compliance with Laws; Licenses and Permits. (a) Nuprim is operating The Business is, and since January 1, 2017 has at all times operated its business, including the utilization of the Iclaprim Assets and Company Intellectual Propertybeen, in material compliance with all applicable Laws, including, all governmental specifications, authorization Applicable Laws or requirement or any decree, judgment, order or similar restriction. Except as set forth in Schedule 5.14(a), neither Nuprim nor any Nuprim Shareholder has received written notice from any Governmental Authority of any investigation, Claim or Proceeding concerning non-compliance with any Laws. There is no outstanding or, to Nuprim’s Knowledge, threatened, order, writ, injunction or decree Orders of any Governmental Authority or arbitration tribunal against or involving Nuprim, Entity applicable to the operation of the Business or the Nuprim SharesBusiness. (b) Attached hereto as Schedule 5.14(bSince January 1, 2017, no notice has been received by Seller from or, to the Knowledge of Seller, is threatened by any Governmental Entity alleging any material violation of or liability of the Business under any Applicable Law or Order. (c) Nuprim’s interest in Seller has all licenses, permits, waivers, authorizations, permissionsaccreditations, permitsclearances, certificates, exemptions or approvals, and has made all registrations, accreditations listings and exemptions applications issued or required by the U.S. Food and Drug Administration (the “FDA”) or any other Governmental Entity with oversight over Seller, the Business or the products of the Business that are material to conduct the Business as currently conducted and as contemplated for the use of the Assets by Buyer (collectively, the “Material Permits” and, individually, a “Permit”). To Nuprim’s Knowledge, except as provided in Schedule 5.14(b), all All Material Permits are valid and subsisting in accordance with their terms and are in full force and effect. To Nuprim’s Knowledge, except as set forth in Schedule 5.14(b), Nuprim and no proceeding 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 Nuprimthe Knowledge of Seller, threatened to terminate, revoke, suspend, limit or modify any Material Permit or alleging that the Business is not in material compliance with any Material Permit. To the Knowledge of Seller, no Governmental Entity is considering limiting, suspending, or revoking any such Material Permit. Seller has been, it and the Business are, and upon delivery the Assets will be, in compliance with all Material Permits. Seller has fulfilled and performed its obligations under each Material Permit and, to Seller’s Knowledge, threatened that seek the revocationno event has occurred or condition or state of facts exists which would constitute a breach or default under, cancellation, suspension or any adverse modification of any Permits. . Nuprim has not received any written notice from any Governmental Authority, accrediting body or any other Person regarding (A) any actual, alleged, possible or potential material violation of or material failure by Nuprim to comply with any term or requirement of any Permit or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation would cause revocation or termination of, any such Material Permit. Except as set forth on Schedule 3.6(c), the purchase of the Assets by Buyer will not result in the termination, revocation, suspension, or modification toof any Material Permits. Schedule 3.6(c) identifies all Material Permits. (d) Since January 1, 2017, neither Seller nor any officer, director, or employee of Seller, nor, to the Knowledge of Seller, any Permit. To Nuprim’s Knowledgeagent or representative of Seller, there is no reasonable basis to expect that any Permits will not be reissued or transferredacting in such capacity, has in each case on materially similar terms as currently existing, if required as a result the conduct of the execution Business directly or indirectly violated or taken any act in furtherance of this Agreement and/or the consummation violating any provision of the TransactionsForeign Corrupt Practices Act of 1977, the U.K. Bxxxxxx Xxx 0000 or any other anti-bribery or anti-corruption Applicable Laws of any applicable jurisdiction, such as by making, offering or promising, directly or indirectly, any contribution, gift, bribe, rebate, loan, payoff, influence payment, kickback or other payment, or promise of payment, of anything of value, to any Government Official for the purpose of inducing such Government Official to do any act or make any decision in his or her or its official capacity (including a decision to fail to perform his or her or its official function) or use his, her or its influence with a Governmental Entity to affect any act or decision of such Governmental Entity for the purpose of assisting any Person to obtain or retain any business, or to facilitate the Business or for any other improper purpose in connection with the Business (e.g., to obtain a tax rate lower than allowed by Applicable Law). The term “Government Official” means any: (i) officer or employee of a Governmental Entity (including any state-owned or state-controlled enterprise) or of a public international organization; or (ii) holder of public office, candidate for public office, political party, official of a political party or member of a royal family.

Compliance with Laws; Licenses and Permits. (a) Nuprim The Company is currently operating and has at all times during the five (5) years immediately preceding the date hereof operated its business, including the utilization of the Iclaprim Assets and Company Intellectual Property, Business in compliance with all applicable Laws. During the five (5) years immediately preceding the date hereof, including, all governmental specifications, authorization or requirement or any decree, judgment, order or similar restriction. Except as set forth in Schedule 5.14(a), neither Nuprim nor any Nuprim Shareholder the Company has not received written notice from any Governmental Authority of alleging any investigation, Claim or Proceeding concerning non-compliance failure by it to comply with any Laws. There is no outstanding or, to Nuprimthe Company’s Knowledge, threatened, order, writ, injunction or decree of any Governmental Authority or arbitration tribunal against or involving Nuprimthe Company, the operation of the Business or the Nuprim Wavetech Shares. (b) Attached hereto as Schedule 5.14(b) Nuprim’s interest in The Company owns and validly holds all licenses, authorizations, permissions, permits, certificates, approvals, registrations, accreditations and exemptions required to be held by the Company for the conduct the Business as presently conducted and to own, operate, or use, as applicable, the Assets and the Leased Real Property, an accurate list of which is set forth on Schedule 4.14(b) of the Seller Disclosure Schedules (collectively, the “Company Permits” and, individually, a “Permit”). To Nuprim’s Knowledge, except as provided in Schedule 5.14(b), all All Permits are valid and subsisting in accordance with their terms and are in full force and effect. To Nuprim’s Knowledge, except as set forth in Schedule 5.14(b), Nuprim is in compliance in all material respects with all Permits and The Company 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 Nuprimthe Company’s Knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any Permits. The Company is, and at all times in the five (5) years preceding the date hereof has been, in material compliance with the terms and requirements of each Company Permit identified or required to be identified on Schedule 4.14(b) of the Seller Disclosure Schedules, and in the five (5) years preceding the date hereof, to the Company’s Knowledge, no event has occurred or circumstance exists that may (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Company Permit listed or required to be listed on Schedule 4.14(b) of the Seller Disclosure Schedules or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or nonrenewal of, or any modification to, any Company Permit listed or required to be listed on Schedule 4.14(b) of the Seller Disclosure Schedules. Nuprim The Company has not received received, at any time within the five (5) years preceding the date hereof, any written notice from any Governmental Authority, accrediting body or any other Person regarding (A) any actual, alleged, possible or potential material violation of or material failure by Nuprim the Company to comply with any term or requirement of any Company Permit or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation or termination of, or modification to, any Company Permit. All applications required to have been filed for the renewal of the Company Permits listed or required to be listed on Schedule 4.14(b) of the Seller Disclosure Schedules have been duly filed on a timely basis with the appropriate Governmental Authorities or accrediting bodies, and all other filings required to have been made with respect to such Company Permits have been duly made on a timely basis with the appropriate Governmental Authorities or accrediting bodies. To Nuprimthe Company’s Knowledge, there is no reasonable basis to expect that any Company Permits will not be reissued or transferred, in each case case, on materially similar terms as currently existing, if required as a result of the execution of this Agreement and/or the consummation of the Transactions. The Company Permits listed in Schedule 4.14(b) of the Seller Disclosure Schedules collectively constitute all of the Company Permits necessary to permit the Company to lawfully conduct and operate the Business in substantially the manner it currently conducts and operates the Business and to permit the Company to own and use its assets in substantially the manner in which it currently own and use such assets.