Common use of Compliance with Laws; Licenses Clause in Contracts

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m).

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, locallocal or foreign law (including the Foreign Corrupt Practices Act of 1977, foreign or transnational lawas amended), statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notthat, individually or in the aggregate, are not reasonably be likely to have a Company Material Adverse Effect. No Except with respect to regulatory matters covered by Section 6.5, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews those the outcome of which would are not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except To the knowledge of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as would of the date hereof. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity necessary to conduct its business as presently conducted, except those the absence of which is not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m).

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notthat, individually or in the aggregate, are not reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the Merger and the other transactions contemplated by this Agreement. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same. To the Knowledge of the Company, except for such investigations or reviews the outcome of which would not, individually or no material change is required in the aggregateCompany’s processes, reasonably be likely to have a Company Material Adverse Effect. Except as would notproperties or procedures in connection with any such Laws, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, and the Company has not received from any Governmental Entity any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company has obtained and its Subsidiaries possess each permitthe business of the Company has not been, licenseand are not being, certificationconducted in violation of or inconsistent with all material permits, approvallicenses, registrationcertifications, consentapprovals, authorizationregistrations, franchiseconsents, concessionauthorizations, varianceenrollments, exemption accreditations, franchises, variances, waivers, exemptions and order orders issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businessesits business as presently conducted. To the Knowledge of the Company, since there exists no grounds for revocation, suspension or limitation of any License (including, but not limited to, as a result of the Applicable Date Merger) and no notices have been in compliance received by the Company, its officers or managing employees with all terms and conditions of such Licenses, no such Licenses are subject respect to any actual threatened, pending or possible termination, revocation, withdrawal, suspension, cancellation, termination suspension or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach limitation of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m).

Compliance with Laws; Licenses. (ia) The Except as would not, individually or in the aggregate, be reasonably expected to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger or the other Transactions, the businesses of each of the Company Parent and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any Law applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, to Parent or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effectits Subsidiaries. No investigation or review by any Governmental Entity with respect to the Company Parent or any of its Subsidiaries is pending or, to the Knowledge of the CompanyParent’s Knowledge, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, be reasonably expected to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger or the other Transactions. To Parent’s Knowledge, none of Parent or any of its Subsidiaries has received any written notice or communication of any noncompliance with any such Laws that has not been cured that would be likely material to have Parent and its Subsidiaries, taken as a Company Material Adverse Effectwhole. Except as would not, individually or in the aggregate, be reasonably be likely expected to have a Company Material Adverse Effectprevent, materially delay or materially impair the Company ability of Parent or Merger Sub to consummate the Merger or the other Transactions, Parent and its Subsidiaries possess each permithas obtained, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been is in compliance with and holds all terms licenses, permits, certifications, approvals, consents, authorizations, franchises, variances, exemptions and conditions orders from applicable Governmental Entities required for the conduct of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)their respective businesses as presently conducted.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunctionlegally imposed duty (such as tort duties), rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such those violations that would notthat, individually or in the aggregate, would not reasonably be likely expected to have be material and adverse to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries or any of their employees or independent contractors is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated delivered notice of an intention in writing to conduct the same. The Company has not received any written notice or communication of any material noncompliance with any such Laws (including with respect to its employees or independent contractors) that has not been cured as of the date of this Agreement. The Company and its Subsidiaries and, to the Knowledge of the Company, each of their employees or independent contractors have obtained and are in compliance with all material Licenses necessary to conduct its business as presently conducted except for such investigations or reviews the outcome of which would notnon-compliance that, individually or in the aggregate, would not reasonably be likely expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely material and adverse to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permitSubsidiaries, licensetaken as a whole. As used in this Agreement, certification“Licenses” means all permits, approvallicenses, registrationcertifications, consentapprovals, authorizationregistrations, franchiseconsents, concessionauthorizations, variancefranchises, exemption variances, exemptions and order orders issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Entity.

Compliance with Laws; Licenses. (iExcept as set forth in Section 5.1(i) The of the Company Disclosure Letter, the businesses of each of the Company and its Subsidiaries have not been since the Applicable Date have not beenDate, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, law or any rule rule, regulation, legally binding standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement or regulation License of the Bankruptcy Court or any other Governmental Entity (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that would notthat, individually or in the aggregate, reasonably be likely to have not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. No Except with respect to regulatory matters that are the subject of Section 6.3 hereof or are set forth in Section 5.1(i) of the Company Disclosure Letter, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatenedthreatened in writing, nor nor, to the Knowledge of the Company, has any Governmental Entity indicated in writing an intention to conduct the samesame or alleged in writing that the Company or any of its Subsidiaries is not in compliance with any applicable Law or License held by the Company or any of its Subsidiaries or which challenges or questions the validity of any rights of the holder of any such License, except for such investigations investigations, reviews or reviews allegations, the outcome of which have not had and would notnot have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as set forth in Section 5.1(i) of the Company Disclosure Letter, the Company and each of its Subsidiaries has obtained and possesses and is in compliance with all permits, certifications, approvals, registrations, clearances, consents, authorizations, franchises, variances, exemptions and orders issued or granted by the Bankruptcy Court or a Governmental Entity (“Licenses”) necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its business as presently conducted, except those the absence of which have not had and would notnot have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, . Except as set forth in Section 5.1(i) of the Company and its Subsidiaries possess each permitDisclosure Letter, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modificationin full force and effect, and since no suspension or cancellation of such Licenses is pending or, to the Applicable Date have Knowledge of the Company, threatened in writing, except where such failure to be in full force and effect, suspension or cancellation has not received written notice from any Governmental Entity alleging had and would not have, individually or in the aggregate, a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Company Material Adverse Effect.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries have not been since the Applicable Date have not beenDate, and are not being, conducted in any violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, legally binding standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement or decree License of any Governmental Entity (collectively, “OrderLaws”), ) except for such violations that have not had and would notnot have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. No Except with respect to regulatory matters that are the subject of Section 6.3 hereof, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatenedthreatened in writing, nor nor, to the Knowledge of the Company, has any Governmental Entity indicated in writing an intention to conduct the samesame or alleged in writing that Company or any of its Subsidiaries is not in compliance with any applicable Law or License held by the Company or any of its Subsidiaries or which challenges or questions the validity of any rights of the holder of any such License, except for such investigations investigations, reviews or reviews allegations, the outcome of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, Each of the Company and its Subsidiaries possess each permithas obtained and possesses and is in compliance with all permits, licensecertifications, certificationapprovals, approvalregistrations, registrationclearances, consentconsents, authorizationauthorizations, franchisefranchises, concessionvariances, variance, exemption exemptions and order orders issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct their respective businessesits business as presently conducted, since except those the Applicable Date absence of which have been not had and would not have, individually or in compliance with all terms the aggregate, a Company Material Adverse Effect. Such Licenses are in full force and conditions effect, and no suspension or cancellation of such LicensesLicenses is pending or, no to the Knowledge of the Company, threatened in writing, except where such Licenses are subject failure to any actual be in full force and effect, suspension or possible revocationcancellation has not had and would not have, withdrawalindividually or in the aggregate, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Company Material Adverse Effect.

Compliance with Laws; Licenses. (ia) The Except as would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of Company to consummate the Merger or the other Transactions, the businesses of each of the Company and its the Company Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any Law applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, to the Company or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectSubsidiaries. No investigation or review by any Governmental Entity with respect to the Company or any of its the Company Subsidiaries is pending or, to the Knowledge of the Company’s Knowledge, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, be reasonably be likely expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger or the other Transactions. To the Company’s Knowledge, none of the Company or any of the Company Subsidiaries has received any written notice or communication of any noncompliance with any such Laws that has not been cured that would be material to the Company and the Company Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, be reasonably be likely expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger or the other Transactions, the Company and its the Company Subsidiaries possess each permithas obtained, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been is in compliance with and holds all terms licenses, permits, certifications, approvals, consents, authorizations, franchises, variances, exemptions and conditions orders from applicable Governmental Entities required for the conduct of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)their respective businesses as presently conducted.

Compliance with Laws; Licenses. (i) The businesses of each of the Company American and its Subsidiaries since the Applicable Date have not been, and are not being, been conducted in violation of any applicable material federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or regulation permit, of any Governmental Entity (collectively, “Laws”) or any orderapplicable operating certificates, judgmentcommon carrier obligations, injunction, ruling, writ, award or decree of any Governmental Entity airworthiness directives (collectively, “OrderADs”), Federal Aviation Regulations (“FARs”) or any other rules, regulations, directives or policies of the FAA, DOT, FCC, DHS or any other Governmental Entity, except for such violations that would not, individually or in the aggregate, reasonably be likely expected to have a Company result in an American Material Adverse Effect. No Except as set forth in Section 3.1(i)(i) of the American Disclosure Letter, no investigation or review by any Governmental Entity with respect to the Company American or any of its Subsidiaries is pending or, to the Knowledge of the CompanyAmerican’s Knowledge, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for any such investigations or reviews that would not, individually or in the outcome aggregate, reasonably be expected to result in an American Material Adverse Effect. Except as set forth in Section 3.1(i)(i) of the American Disclosure Letter, each of American and its Subsidiaries has obtained and is in substantial compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders required, issued or granted by the FAA, DOT or any other Governmental Entity applicable to it (“Licenses”) necessary to conduct its business as presently conducted, except for any failures to have or to be in compliance with such Licenses which would not, individually or in the aggregate, reasonably be likely expected to have a Company result in an American Material Adverse Effect. Except as would not, individually or The representations and warranties contained in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j3.1(i) shall not apply with respect to the following applicable Laws to the extent applicable to American and its Subsidiaries (or Licenses required under such applicable Laws): (i) ERISA and other applicable Laws regarding employee benefit matters, which are exclusively governed by Section 3.1(h), (ii) applicable Laws regarding Taxes, which shall be covered are exclusively governed by Section 5.1(n3.1(h) or and Section 3.1(n), (iii) Environmental Laws, which shall be covered are exclusively governed by Section 5.1(m3.1(m), and (iv) applicable Laws regarding labor matters, which are exclusively governed by Section 3.1(o).

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries have not been since the Applicable Date have not beenDate, and are not being, conducted in violation of any applicable international, federal, state, local, local or foreign or transnational law, statute or ordinance, common law, constitution, treaty, convention or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, resolution, directive, code, ruling, edict, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit or other similar requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (collectively, “OrderLaws”), except for such violations that have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. No Except as contemplated by Section 5.1(i)(i) of the Company Disclosure Letter and as of the date hereof, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has the Company or any of its Subsidiaries received written notice from any Governmental Entity indicated stating an intention of such Governmental Entity to conduct the same, except for such investigations or reviews those the outcome of is not and which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as would notSince the Applicable Date, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, each of the Company and its Subsidiaries possess each permithas obtained and is in compliance with all permits, licensecertifications, certificationapprovals, approvalregistrations, registrationconsents, consentauthorizations, authorizationfranchises, franchisevariances, concession, variance, exemption exemptions and order orders issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to own, lease or operate their properties and to conduct their respective businessesbusinesses as presently conducted, since the Applicable Date have been each of which is valid and in compliance with all terms full force and conditions of such Licenses, no such Licenses are effect and is not subject to any actual pending or, to the Knowledge of the Company, threatened Proceedings to revoke, cancel, suspend, adversely modify, not renew or possible revocationdeclare any such License invalid, withdrawalexcept, suspensionin each case, cancellationwhich is not and would not reasonably be expected to have, termination individually or modificationin the aggregate, and since a Company Material Adverse Effect. Neither the Applicable Date have not Company nor any of its Subsidiaries has received any written notice from any Governmental Entity alleging a conflict with any violation by the Company or breach any of its Subsidiaries of any LicenseLicenses or the failure to have any required Licenses, that remains outstanding or unresolved, except for violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Notwithstanding As of the foregoingdate hereof, this Section 5.1(j) shall the Company and its Subsidiaries are not apply conducting and do not have pending any investigation in connection with which outside legal counsel has been retained with respect to Taxesany actual, which shall be covered exclusively by Section 5.1(n) potential or Environmental alleged violation of any applicable Laws, which shall except as to which, if any such violation under investigation in fact existed, such violation (or the remedy thereof) is not and would not reasonably be covered exclusively by Section 5.1(m)expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Licenses. (iExcept as set forth in Section 5.1(i) The of the Company Disclosure Letter, the businesses of each of the Company and its Subsidiaries have not been since the Applicable Date have not beenDate, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, law or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, legally binding standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement or decree License of the Bankruptcy Court or any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notthat, individually or in the aggregate, reasonably be likely to have not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. No Except with respect to regulatory matters that are the subject of Section 6.3 hereof or are set forth in Section 5.1(i) of the Company Disclosure Letter, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatenedthreatened in writing, nor nor, to the Knowledge of the Company, has any Governmental Entity indicated in writing an intention to conduct the samesame or alleged in writing that the Company or any of its Subsidiaries is not in compliance with any applicable Law or License held by the Company or any of its Subsidiaries or which challenges or questions the validity of any rights of the holder of any such License, except for such investigations investigations, reviews or reviews allegations, the outcome of which have not had and would notnot have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as set forth in Section 5.1(i) of the Company Disclosure Letter, the Company and each of its Subsidiaries has obtained and possesses and is in compliance with all permits, certifications, approvals, registrations, clearances, consents, authorizations, franchises, variances, exemptions and orders issued or granted by the Bankruptcy Court or a Governmental Entity (“Licenses”) necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its business as presently conducted, except those the absence of which have not had and would notnot have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, . Except as set forth in Section 5.1(i) of the Company and its Subsidiaries possess each permitDisclosure Letter, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modificationin full force and effect, and since no suspension or cancellation of such Licenses is pending or, to the Applicable Date have Knowledge of the Company, threatened in writing, except where such failure to be in full force and effect, suspension or cancellation has not received written notice from any Governmental Entity alleging had and would not have, individually or in the aggregate, a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Company Material Adverse Effect.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), including all Laws applicable to the use, storage, commercialization, protection and distribution of the data contained in the information databases of the Company and its Subsidiaries (the “Company Databases”), except for such violations that would notthat, individually or in the aggregate, are not reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries have been and are substantially in compliance with the terms of the Stipulated Final Judgment and Order for Civil Penalties, Permanent Injunction, and Other Equitable Relief consented to by the Company, the United States Federal Trade Commission (the “FTC”) and the United States of America on February 15, 2006. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would are not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Except To the knowledge of the Company, no material change is required in the Company’s or any its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as would of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where the failure to so obtain or to be in such compliance is not, individually or in the aggregate, reasonably be likely to have result in a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Each customer of the Company and or any of its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued that subscribes for or granted by a Governmental Entity licenses data contained in the Company Databases (collectively, “Licenses”i) necessary to conduct their respective businesses, since states on the Applicable Date have been in compliance with all terms and conditions face of such Licenses, no customer’s Contract with the Company or any of its Subsidiaries either such Licenses are subject to any actual customer’s appropriate use for such data or possible revocation, withdrawal, suspension, cancellation, termination or modificationthat such customer’s use for such data will be lawful, and since (ii) to the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach knowledge of any License. Notwithstanding the foregoingCompany, this Section 5.1(j) shall not apply with respect limits its use to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)those stated purposes and takes appropriate measures to protect against the misuse of such data.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries have not been since the Applicable Date have not beenDate, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. No Except with respect to regulatory matters covered by Section 6.5, no material investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries or any Benefit Plan is pending or, to the Knowledge of the Company, threatenedthreatened with respect to the Company or any of its Subsidiaries. Each of the Company and its Subsidiaries has obtained and is in compliance with all permits, nor has any certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity indicated an intention (“Licenses”) necessary to conduct the sameits business as presently conducted, except for such investigations or reviews those the outcome absence of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as would notThere are no material civil, individually criminal or in administrative actions, suits, claims, hearings, arbitrations, investigations, inquiries or other proceedings pending or, to the aggregateKnowledge of the Company, reasonably be likely to have a Company Material Adverse Effect, threatened against the Company and or any of its Subsidiaries possess each permitSubsidiaries, licensethat (a) question or contest the validity of, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since seeks the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawalnonrenewal, suspensiondeactivation, cancellationor suspension of any License or (b) seek the imposition of any condition, termination administrative sanction, modification or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict amendment with or breach of respect to any License. Notwithstanding Section 5.1(i) of the foregoingCompany Disclosure Letter sets forth a true and complete list of all material Licenses, this Section 5.1(j) shall not apply and all applications required to have been filed for the renewal of each such License have been duly filed on a timely basis with the appropriate Governmental Entity, and all other filings required to have been made with respect to Taxeseach such License have been duly made on a timely basis with the appropriate Governmental Entity. This Section 5.1(i) does not apply to compliance with Health Care Laws or Licenses, which shall be covered exclusively by is addressed in Section 5.1(n5.1(s) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)hereunder.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, been conducted in violation of any applicable federallaw (including common law), statestatute, local, foreign or transnational law, statute or ordinance, common lawrule, regulation or similar requirement of any rule or regulation Governmental Entity (other than any Order) (collectively, “Laws”) or any orderOrder, judgmentincluding any Laws or Orders relating to (i) the protection of human health, injunctionoccupational safety, rulingthe environment or natural resources or (ii) wages, writhours, award WARN or decree any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, workers’ compensation or the collection and payment of withholding and/or social security taxes or any Governmental Entity (collectively, “Order”)similar tax, except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an provided written notice to the Company or any of its Subsidiaries of its intention to conduct the same, except for such investigations or reviews those the outcome of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except The Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement, except for such changes and noncompliance that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, . Each of the Company and its Subsidiaries possess each permithas obtained and is in substantial compliance with all permits, licenselicenses, certificationcertifications, approvalapprovals, registrationregistrations, consentconsents, authorizationauthorizations, franchisefranchises, concessionvariances, variance, exemption exemptions and order orders issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businessesits business as presently conducted, since except for those the Applicable Date have been absence of which, or failure to be in compliance with all terms and conditions of such Licenseswhich, no such Licenses are subject would not, individually or in the aggregate, reasonably be likely to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Company Material Adverse Effect.

Compliance with Laws; Licenses. (i) The Sprint and its subsidiaries have been and are, and the businesses of each of the Company Sprint and its Subsidiaries since the Applicable Date subsidiaries have not been, been and are not being, conducted conducted, in violation of any applicable compliance with all federal, state, locallocal and foreign laws, foreign or transnational law, statute or ordinancestatutes and ordinances, common lawlaw and all rules, or any rule or regulation (collectivelyregulations, “Laws”) or any orderguidelines, judgmentstandards, injunctionjudgments, rulingorders, writwrits, award or decree injunctions, decrees, arbitration awards, agency requirements, licenses and permits of any Governmental Entity (collectively, “OrderLaws”)) relating to Sprint and its subsidiaries or their respective businesses or properties, except for where the failure to be in compliance with such violations that would notapplicable Laws, individually or in the aggregate, would not reasonably be likely expected to (A) have a Company Material Adverse EffectEffect on Sprint or (B) prevent or materially delay the consummation of any of the transactions contemplated hereby. No investigation or review by any Governmental Entity with respect to the Company Sprint or any of its Subsidiaries subsidiaries is pending or, to the Knowledge knowledge of the CompanySprint, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would notthat, individually or in the aggregate, would not reasonably be likely expected to (A) have a Company Material Adverse EffectEffect on Sprint or (B) prevent or materially delay the consummation of any of the transactions contemplated hereby. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company Each of Sprint and its Subsidiaries possess each permitsubsidiaries has obtained, licenseholds and is in compliance with all permits, certificationlicenses, approvalcertifications, registrationapprovals, consentregistrations, authorizationconsents, franchiseauthorizations, concessionfranchises, variancevariances, exemption exemptions and order orders issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businessesits business as currently conducted (the “Sprint Material Licenses”), since except where the Applicable Date failure to have been any such License, individually or in compliance with all terms and conditions of such Licensesthe aggregate, no such Licenses are subject would not reasonably be expected to any actual (A) have a Material Adverse Effect on Sprint or possible revocation, withdrawal, suspension, cancellation, termination (B) prevent or modification, and since materially delay the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach consummation of any License. Notwithstanding of the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)transactions contemplated hereby.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notthat, individually or in the aggregate, are not reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would are not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Except To the knowledge of the Company, the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as would of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity necessary to conduct its business as presently conducted, except those the absence of which are not, individually or in the aggregate, reasonably be likely to have result in a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted consummation of the transactions contemplated by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Agreement.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “Order”"LAWS"), except for such violations that would are not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. No To the knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, or threatened, nor has any Governmental Entity indicated an intention to conduct the same. To the knowledge of the Company, except for such investigations or reviews the outcome of which would not, individually or no material change is required in the aggregateCompany's or any of its Subsidiaries' processes, reasonably be likely to have a properties or procedures in connection with any such Laws, and the Company Material Adverse Effecthas not received from any Governmental Entity or any Person acting on behalf of any Governmental Entity any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the The Company and its Subsidiaries possess each permithas obtained and is in compliance with all permits, licensecertifications, certificationapprovals, approvalregistrations, registrationconsents, consentauthorizations, authorizationfranchises, franchisevariances, concession, variance, exemption exemptions and order orders issued or granted by a Governmental Entity (collectively, “Licenses”"LICENSES") necessary to conduct their respective businessesits business as presently conducted, since except those the Applicable Date have been absence of or failure to comply with which, individually or in compliance with all terms and conditions the aggregate, would not reasonably be expected to result in a Material Adverse Effect or prevent, materially delay or materially impair the consummation of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, transactions contemplated by this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Agreement.

Compliance with Laws; Licenses. (i) The businesses of Except as set forth on Schedule ------------------------------ 3.5, each of the Company businesses of the Group has been and its Subsidiaries since the Applicable Date have not been, and are not being, is being conducted in violation compliance with all applicable laws, rules, ordinances, regulations, Licenses (as defined below), judgments, orders or decrees of any applicable federal, state, local, foreign court or transnational law, statute governmental or ordinance, common law, regulatory authority relating to any Seller or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”)Group Member, except for such possible violations that would notwhich, individually or in the aggregate, could not reasonably be likely expected to have a Company Material Adverse Effect. No investigation Each Group Member holds all permits, licenses, certificates, variances, exemptions, orders and approvals from any governmental or review by any Governmental Entity with respect regulatory authorities (collectively, "Licenses") which -------- are necessary to own, lease and operate the Company or any of its Subsidiaries is pending orassets and properties they currently own, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention lease and operate and to conduct their respective businesses and operations in the samemanner heretofore conducted and as proposed to be conducted, except for where the failure to hold such investigations or reviews the outcome of which would notLicenses, individually or in the aggregate, could not reasonably be likely expected to have a Company Material Adverse Effect. Except as would not, individually Schedule 3.5 sets forth all Licenses issued by the Federal Communication Commission ("FCC") or in any --- state public utility commission and all other material Licenses held by each Group Member. To the aggregate, reasonably be likely to have a Company Material Adverse Effect, best knowledge of each of the Company Sellers and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such LicensesGroup, no such Licenses are subject event has occurred with respect to any actual or possible such License which would permit the revocation, withdrawal, suspension, cancellation, termination or modificationsuspension thereof or would result in any impairment of the rights of the holder thereof. No notice has been received and, to the best knowledge of each of the Sellers and since the Applicable Date have not received written notice from Group, no investigation or review is pending or threatened by any Governmental Entity alleging a conflict governmental or regulatory agency with or breach regard to (i) any alleged violation by any Group Member of any law, rule, regulation, ordinance, License. Notwithstanding the foregoing, this Section 5.1(jjudgment, order or decree or (ii) shall not apply with respect any alleged failure by any Group Member to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)have any License.

Compliance with Laws; Licenses. (i) The businesses of each business of the Company and its Subsidiaries since the Applicable Date have not been, each Subsidiary has been and are not being, is being conducted in violation compliance with all applicable laws, rules, ordinances, regulations, Licenses (as defined below), judgments, orders or decrees of any applicable federal, state, local, foreign court or transnational law, statute governmental or ordinance, common law, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. No investigation or review by any Governmental Entity with respect regulatory authority relating to the Company or any Subsidiary except where the failure to comply would not have a Material Adverse Effect, and neither the Company nor any Subsidiary is in violation of its Subsidiaries is pending orany such laws, statutes, rules, regulations, judgments, orders or decrees, except where such violation would not have a Material Adverse Effect. The Company and each Subsidiary hold all permits, licenses, certificates, variances, exemptions, orders and approvals from any governmental or regulatory authorities (collectively, "Licenses") which are necessary to own, lease and operate the assets and properties they currently own, lease and operate and to conduct their respective businesses and operations in the manner heretofore conducted. Schedule 3.8 sets forth all Licenses held by the Company and each Subsidiary. No event has occurred with respect to any such License which would permit the revocation, termination or suspension thereof or would result in any impairment of the rights of the holder thereof. No written notice has been received and, to the Knowledge best knowledge of the Company, threatenedno investigation or review is pending or threatened by any governmental or regulatory agency with regard to (i) any alleged violation by the Company or any Subsidiary of any law, nor has rule, regulation, ordinance, License, judgment, order or decree or (ii) any Governmental Entity indicated an intention to conduct alleged failure by the same, except for such investigations Company or reviews the outcome of which would not, individually or in the aggregate, reasonably be likely any Subsidiary to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding For the foregoingpurposes of this Agreement the "knowledge of the Company" means the actual knowledge of Bob Xxxxxx, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Xxenxx Xxxxxx xx Geraxx Xxxxxxx.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not beenbeen since December 31, 2006, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, determination, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews reviews, the outcome of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except The Company and its Subsidiaries each has obtained and is in compliance with all permits, certifications, clearances, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. No suspension or cancellation of any Licenses is pending or, to the Company Knowledge of the Company, threatened, and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject suspension or cancellation will result from the transactions contemplated by this Agreement, except for suspensions or cancellations that would not, individually or in the aggregate, reasonably be likely to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Company Material Adverse Effect.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries have not been since the Applicable Date have not beenDate, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notthat, individually or in the aggregate, have not had or would not reasonably be likely expected to have a Company Material Adverse Effect. No To the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, or threatened except for such investigations or reviews those the outcome of which would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect. Except The Company and its Subsidiaries have each obtained and are in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions, operating certificates and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct their respective businesses as presently conducted, except for those the absence of which would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permitthere has occurred no violation of, licensedefault (with or without notice or lapse of time or both) under or event giving to others any right of revocation, certificationnon-renewal, approvaladverse modification or cancellation of, registrationwith or without notice or lapse of time or both, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of any such Licenses, no nor would any such Licenses are subject to any actual or possible revocation, withdrawalnon-renewal, suspensionadverse modification or cancellation result from the consummation of the transactions contemplated hereby, cancellationexcept for those which would not, termination individually or modificationin the aggregate, and since the Applicable Date reasonably be expected to have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Company Material Adverse Effect.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries and, to the Knowledge of the Company as of the date hereof, the businesses, as of the date hereof, of each of the Company Joint Ventures have not been since the Applicable Date have not beenDate, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notthat, individually or in the aggregate, would not reasonably be likely expected to have a Company Material Adverse Effect. No Except with respect to regulatory matters that are the subject of Section 6.5 hereof, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews reviews, the outcome of which would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect. Except The Company and its Subsidiaries each has obtained and is in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modificationin full force and effect, and since no suspension or cancellation of such Licenses is pending or, to the Applicable Date Knowledge of the Company, threatened, except where such failure to be in full force and effect, suspension or cancellation would not, individually or in the aggregate, reasonably be expected to have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Company Material Adverse Effect.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, since December 31, 2009, and are not being, being conducted in violation of any applicable United States federal, state, state or local, foreign non-United States national, provincial or transnational local, or multinational law, statute or ordinance, common law, or any rule rule, regulation, directive, treaty provision legally binding on the Company and its Subsidiaries, Judgment, agency requirement, license or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notincluding Laws enforced by the State Food and Drugs Administration of China (“SFDA”), except, individually or in the aggregate, reasonably be likely to as would not have a Company Material Adverse EffectEffect or prevent or materially impair the consummation of the transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries is debarred under the Law of the PRC on the Administration of Pharmaceuticals (the “Pharmaceutical Law”) or otherwise excluded from or restricted in any manner from participation in, any government program related to pharmaceutical products. No investigation investigation, audit or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an notified the Company of its intention to conduct the same, except for such investigations or reviews the outcome of which would are not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectEffect or prevent or materially impair the consummation of the transactions contemplated by this Agreement. Except as would notAs of the date hereof, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, neither the Company and nor any of its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to has received any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach communication of any License. Notwithstanding material noncompliance with any applicable Laws that has not been cured as of the foregoing, date of this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Agreement.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries have not been since the Applicable Date have not beenDate, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or regulation permit of any Governmental Entity (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectivelyagreements or policies with respect to customer, “Order”)user, private or personal data, or data or system privacy or security, except for such violations that would notthat, individually or in the aggregate, are not reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement. No Except with respect to regulatory matters covered by Section 6.5, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company’s Knowledge, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews reviews, the outcome of which would is not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement. Except The Company and each of its Subsidiaries has obtained and is in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity necessary to conduct its business as would notpresently conducted, except those the absence of which, individually or in the aggregate, are not reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted the other transactions contemplated by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Agreement.

Compliance with Laws; Licenses. (i) The businesses of each of the Company West and its Subsidiaries since the Applicable Date have not been, and are not being, been conducted in violation of any applicable material federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit, of any Governmental Entity (collectively, “Order”"Laws") or any applicable operating certificates, common carrier obligations, airworthiness directives ("ADs"), Federal Aviation Regulations ("FARs") or any other rules, regulations, directives or policies of the FAA, DOT, FCC, DHS or any other Governmental Entity, except for such violations that would not, individually or in the aggregate, reasonably be likely expected to have result in a Company West Material Adverse Effect. No Except as set forth on Section 3.1(i)(i) of the West Disclosure Letter, no investigation or review by any Governmental Entity with respect to the Company West or any of its Subsidiaries is pending or, to the Knowledge of the CompanyWest's Knowledge, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for any such investigations or reviews that would not, individually or in the outcome aggregate, reasonably be expected to result in a West Material Adverse Effect. Each of West and its Subsidiaries has obtained and is in substantial compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders required, issued or granted by the FAA, DOT or any other Governmental Entity applicable to it ("Licenses") necessary to conduct its business as presently conducted, except for any failures to have or to be in compliance with such Licenses which would not, individually or in the aggregate, reasonably be likely expected to have result in a Company West Material Adverse Effect. Except as would not, individually or The representations and warranties contained in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j3.1(i) shall not apply with respect to the following applicable Laws to the extent applicable to West and its Subsidiaries (or Licenses required under such applicable Laws): (i) ERISA and other applicable Laws regarding employee benefit matters, which are exclusively governed by Section 3.1(h), (ii) applicable Laws regarding Taxes, which shall be covered are exclusively governed by Section 5.1(n3.1(n), (iii) or Environmental Laws, which shall be covered are exclusively governed by Section 5.1(m3.1(m), and (iv) applicable Laws regarding labor matters, which are exclusively governed by Section 3.1(o).

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not beenbeen since July 31, 2015, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notthat, individually or in the aggregate, have not had and would not be reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the Merger and the other transactions contemplated by this Agreement. No As of the date of this Agreement, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would notnot be, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the Merger and the other transactions contemplated by this Agreement. The Company and each of its Subsidiaries has obtained and is in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to own, lease and operate their properties and assets and conduct their businesses as presently conducted, except those the absence of which would not be, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Except .All Licenses of the Company and its Subsidiaries are in full force and effect, no default (with or without notice, lapse of time, or both) has occurred under any such License, and none of the Company or its Subsidiaries has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw, modify or decline to renew any such License, in each case, except as would notnot be, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m).

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries have not been since the Applicable Date have not beenDate, and are not being, conducted in violation of any applicable international, federal, state, local, local or foreign or transnational law, statute or ordinance, common law, constitution, treaty, convention or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, resolution, directive, code, ruling, edict, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit or other similar requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (collectively, “OrderLaws”), except for such violations that have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. No Except as contemplated by Section 5.1(i)(i) of the Company Disclosure Letter and as of the date hereof, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has the Company or any of its Subsidiaries received written notice from any Governmental Entity indicated stating an intention of such Governmental Entity to conduct the same, except for such investigations or reviews those the outcome of is not and which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as would notSince the - 21 - Applicable Date, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, each of the Company and its Subsidiaries possess each permithas obtained and is in compliance with all permits, licensecertifications, certificationapprovals, approvalregistrations, registrationconsents, consentauthorizations, authorizationfranchises, franchisevariances, concession, variance, exemption exemptions and order orders issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to own, lease or operate their properties and to conduct their respective businessesbusinesses as presently conducted, since the Applicable Date have been each of which is valid and in compliance with all terms full force and conditions of such Licenses, no such Licenses are effect and is not subject to any actual pending or, to the Knowledge of the Company, threatened Proceedings to revoke, cancel, suspend, adversely modify, not renew or possible revocationdeclare any such License invalid, withdrawalexcept, suspensionin each case, cancellationwhich is not and would not reasonably be expected to have, termination individually or modificationin the aggregate, and since a Company Material Adverse Effect. Neither the Applicable Date have not Company nor any of its Subsidiaries has received any written notice from any Governmental Entity alleging a conflict with any violation by the Company or breach any of its Subsidiaries of any LicenseLicenses or the failure to have any required Licenses, that remains outstanding or unresolved, except for violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Notwithstanding As of the foregoingdate hereof, this Section 5.1(j) shall the Company and its Subsidiaries are not apply conducting and do not have pending any investigation in connection with which outside legal counsel has been retained with respect to Taxesany actual, which shall be covered exclusively by Section 5.1(n) potential or Environmental alleged violation of any applicable Laws, which shall except as to which, if any such violation under investigation in fact existed, such violation (or the remedy thereof) is not and would not reasonably be covered exclusively by Section 5.1(m)expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Compliance with Laws; Licenses. Except with respect to ERISA, Environmental Laws, Laws relating to Taxes and Anti-corruption Laws (i) The businesses which matters are the subject of each of Section 2.2(g), Section 2.2(k), Section 2.2(l), and Section 2.2(r), respectively), the Company and each of its Subsidiaries since are, and during the Applicable Date two (2) year period prior to the date hereof have not been, in compliance with and are not being, conducted in default under or in violation of any applicable federal, state, local, foreign Law or transnational law, statute or ordinance, common law, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree Order of any Governmental Entity (collectively, “Order”)Entity, except for where such violations that non-compliance, default or violation has not been and would notnot reasonably be expected to be, individually or in the aggregate, reasonably be likely material to have the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company’s Knowledge, threatened, nor nor, to the Company’s Knowledge, has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which that would notnot reasonably be expected to be, individually or in the aggregate, reasonably be likely material to the Company and its Subsidiaries, taken as a whole. The Company and each of its Subsidiaries has, and during the two (2) year period prior to the date hereof had, obtained and is in compliance with all Permits necessary to conduct its business (including all applicable (x) employee licensing requirements (and each has taken commercially reasonable measures to ensure that any employee who is required to have a gaming or other license under any Gaming Laws or other Laws maintains such license in current and valid form) and (y) licenses, permits, approvals, authorizations, registrations, findings of suitability, waivers and exemptions, including any condition or limitation placed thereon, issued under applicable Gaming Laws that are necessary for the Company Material Adverse Effect. Except as and any Subsidiary of the Company that are subject to the regulation by, or jurisdiction of, the Gaming Authorities, to own and operate their respective gaming facilities and related amenities), except those the absence of which, or non-compliance with which, has not been and would notnot reasonably be expected to be, individually or in the aggregate, reasonably be likely material to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permitSubsidiaries, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by taken as a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)whole.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notthat, individually or in the aggregate, would not reasonably be likely expected to have a Company Material Adverse EffectEffect or, as of the date hereof, prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. No To the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, or threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews those the outcome of which would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse EffectEffect or, as of the date hereof, prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Except To the Knowledge of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as currently conducted, except those the failure to comply with or absence of which would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse EffectEffect or, as of the Company and its Subsidiaries possess each permitdate hereof, licenseprevent, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued materially delay or granted materially impair the consummation of the transactions contemplated by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Agreement.

Compliance with Laws; Licenses. (i) The businesses of each business and operations of the Company and its Insurance Subsidiaries since the Applicable Date have not been, been and are not being, being conducted in violation of any compliance with all applicable federal, statestate or local laws, localstatutes, foreign or transnational lawordinances, statute or ordinanceregulations and rules regulating the business and products of insurance and reinsurance and all applicable orders, common lawbulletins, or any rule or interpretations, opinions, circular letters and directives of Governmental Entities relating to the regulation of insurance and market conduct recommendations resulting from market conduct examinations by insurance regulatory authorities (collectively, “Insurance Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for where the failure to so conduct such violations that would business and operations is not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Notwithstanding the generality of the foregoing, each Company Insurance Subsidiary, and to the knowledge of the Company, each Agent (as defined in Section 5.1(r)(i)), has marketed, sold and issued insurance products in compliance in all material respects with all Insurance Laws applicable to the business of such Subsidiary and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance in all material respects with all applicable prohibitions against “redlining” or withdrawal of business, with such exceptions that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. No investigation or review In addition, (i) there is no pending or, to the knowledge of the Company, threatened charge by any Governmental Entity with respect to insurance regulatory authority that the Company or any of its the Company’s Subsidiaries is has violated, nor any pending or, to the Knowledge knowledge of the Company, threatenedthreatened investigation, nor has inquiry, examination, enforcement action or other such activity by any Governmental Entity indicated an intention insurance regulatory authority with respect to conduct the samepossible violations of, except for any applicable Laws where such investigations or reviews the outcome of which would notviolations are, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement; and (ii) none of the Company’s Subsidiaries is subject to any agreement, order or decree of any insurance regulatory authority relating specifically to such Subsidiary (as would notopposed to insurance companies generally), including without limitation relating to the ability to pay dividends or relating to interaffiliate agreements or payments which are, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted to consummate the transactions contemplated by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Agreement.

Compliance with Laws; Licenses. (i) The businesses of each of the Company West and its Subsidiaries since the Applicable Date have not been, and are not being, been conducted in violation of any applicable material federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or regulation permit, of any Governmental Entity (collectively, “Laws”) or any orderapplicable operating certificates, judgmentcommon carrier obligations, injunction, ruling, writ, award or decree of any Governmental Entity airworthiness directives (collectively, “OrderADs”), Federal Aviation Regulations (“FARs”) or any other rules, regulations, directives or policies of the FAA, DOT, FCC, DHS or any other Governmental Entity, except for such violations that would not, individually or in the aggregate, reasonably be likely expected to have result in a Company West Material Adverse Effect. No Except as set forth on Section 3.1(i)(i) of the West Disclosure Letter, no investigation or review by any Governmental Entity with respect to the Company West or any of its Subsidiaries is pending or, to the Knowledge of the CompanyWest’s Knowledge, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for any such investigations or reviews that would not, individually or in the outcome aggregate, reasonably be expected to result in a West Material Adverse Effect. Each of West and its Subsidiaries has obtained and is in substantial compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders required, issued or granted by the FAA, DOT or any other Governmental Entity applicable to it (“Licenses”) necessary to conduct its business as presently conducted, except for any failures to have or to be in compliance with such Licenses which would not, individually or in the aggregate, reasonably be likely expected to have result in a Company West Material Adverse Effect. Except as would not, individually or The representations and warranties contained in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j3.1(i) shall not apply with respect to the following applicable Laws to the extent applicable to West and its Subsidiaries (or Licenses required under such applicable Laws): (i) ERISA and other applicable Laws regarding employee benefit matters, which are exclusively governed by Section 3.1(h), (ii) applicable Laws regarding Taxes, which shall be covered are exclusively governed by Section 5.1(n3.1(n), (iii) or Environmental Laws, which shall be covered are exclusively governed by Section 5.1(m3.1(m), and (iv) applicable Laws regarding labor matters, which are exclusively governed by Section 3.1(o).

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not beenbeen since December 31, 2014, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notthat, individually or in the aggregate, have not had and would not be reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the Merger and the other transactions contemplated by this Agreement. No Except as set forth on Section 5.1(i) of the Company Disclosure Letter, as of the date of this Agreement, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would notnot be, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the Merger and the other transactions contemplated by this Agreement. The Company and each of its Subsidiaries has obtained and is in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to own, lease and operate their properties and assets (other than the Excluded Assets) and conduct their businesses as presently conducted, except those the absence of which would not be, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Except All Licenses of the Company and its Subsidiaries are in full force and effect, no default (with or without notice, lapse of time, or both) has occurred under any such License, and none of the Company or its Subsidiaries has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw, modify or decline to renew any such License, in each case, except as would notnot be, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m).

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries (including the ownership and maintenance of all its assets, including the Owned Real Property (as defined in Section 5.1(k)(i))) have not, since the Applicable Date have not December 31, 2006, been, and are not being, conducted in violation of any applicable federal, state, local, multinational or foreign or transnational law, statute or ordinance, common law, or any rule rule, regulation, directive, treaty, policy, standard, Judgment, agency requirement, license or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree permit of any Governmental Entity (collectively, “Order”Laws“), except for such violations that would notthat, individually or in the aggregate, are not reasonably be likely to have a Company Material Adverse EffectEffect or prevent or materially impair the consummation of the transactions contemplated by this Agreement. The Company has not taken any action which would cause it to be in material violation of the Foreign Corrupt Practices Act of 1977, as amended, or any rules and regulations thereunder. No investigation investigation, audit or review by any Governmental Entity with respect to the Company or any of its Subsidiaries or any of their assets is pending or, to the Knowledge knowledge of the Company, threatened, nor has any Governmental Entity indicated an notified the Company of its intention to conduct the same, except for such investigations or reviews the outcome of which are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or prevent or materially impair the consummation of the transactions contemplated by this Agreement. As of the date hereof, to the knowledge of the Company, the Company has not received any notice or communication of any material noncompliance with any applicable Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity necessary to conduct its business as presently conducted and operate the Owned Real Properties (as defined in Section 5.1(k)(i)), except those the absence of which would not, individually or in the aggregate, reasonably be likely expected to have result in a Company Material Adverse Effect. Except as would not, individually Effect or in prevent or materially impair the aggregate, reasonably be likely to have a Company Material Adverse Effect, consummation of the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted transactions contemplated by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Agreement.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would are not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. No To the knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company or Company, any of its Subsidiaries or the Benefit Plans is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated to the Company an intention to conduct the same. To the knowledge of the Company, except for such investigations or reviews the outcome of which would not, individually or no material change is required in the aggregateCompany’s or any of its Subsidiaries’ processes, reasonably be likely to have a properties or procedures in connection with any such Laws, and the Company Material Adverse Effecthas not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, Each of the Company and its Subsidiaries possess has obtained and the businesses of each permitof the Company and its Subsidiaries have not been, licenseand are not being, certificationconducted in violation of or inconsistent with all permits, approvallicenses, registrationcertifications, consentapprovals, authorizationregistrations, franchiseconsents, concessionauthorizations, varianceenrollments, exemption accreditations, franchises, variances, waivers, exemptions and order orders issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businessesits business as presently conducted. There exists no grounds for revocation, since suspension or limitation of any License (including, but not limited to, as a result of the Applicable Date Merger) and no notices have been in compliance received by the Company, its officers or managing employees with all terms and conditions of such Licenses, no such Licenses are subject respect to any actual threatened, pending or possible termination, revocation, withdrawal, suspension, cancellation, termination suspension or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach limitation of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m).

Compliance with Laws; Licenses. (i) The businesses of Buyer and each of the Company and its Subsidiaries since are, and during the Applicable Date two (2) year period prior to the date hereof have not been, in compliance with and are not being, conducted in default under or in violation of any applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for where such violations that non-compliance, default or violation would not reasonably be likely to have, individually or in the aggregate, a Buyer Material Adverse Effect and would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effectprevent or materially delay Buyer from consummating the Transaction and the other transactions contemplated by this Agreement. No investigation or review by any Governmental Entity with respect to the Company Buyer or any of its Subsidiaries is pending or, to the Knowledge of the CompanyBuyer’s Knowledge, threatened, nor nor, to Buyer’s Knowledge, has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which that would not, individually or in the aggregate, reasonably be likely to have a Company Buyer Material Adverse EffectEffect and that would not, individually or in the aggregate, prevent or materially delay Buyer from consummating the Transaction and the other transactions contemplated by this Agreement. Except as Buyer and each of its Subsidiaries has, and during the two (2) year period prior to the date hereof had, obtained and is in compliance with all Permits necessary to conduct its business (including all applicable (x) employee licensing requirements and each has taken commercially reasonable measures to ensure that any employee who is required to have a gaming or other license under any Gaming Laws or other Laws maintains such license in current and valid form, and (y) licenses, permits, approvals, authorizations, registrations, findings of suitability, waivers and exemptions, including any condition or limitation placed thereon, issued under the applicable Gaming Laws that are necessary for Buyer and any Subsidiary of Buyer that are subject to the regulation by, or jurisdiction of, the Gaming Authorities, to own and operate their respective gaming facilities and related amenities), except those the absence of which, or non-compliance with, would not, individually or in the aggregate, reasonably be likely to have a Company Buyer Material Adverse EffectEffect and would not, individually or in the Company aggregate, prevent or materially delay Buyer from consummating the Transaction and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted the other transactions contemplated by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Agreement.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would not, individually or in the aggregate, are not reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company’s Knowledge, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, are not reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Except as would notTo the Company’s Knowledge, individually or no material change is required in the aggregateCompany’s or any of its Subsidiaries’ processes, reasonably be likely to have a properties or procedures in connection with any such Laws, and the Company Material Adverse Effect, has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries possess each permithas obtained and is in compliance in all material respects with the terms of all permits, licenselicenses, certificationcertifications, approvalapprovals, registrationregistrations, consentconsents, authorizationauthorizations, franchisefranchises, concessionvariances, variance, exemption exemptions and order orders issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businessesits business as presently conducted, since except those the Applicable Date have been absence of which would not reasonably be expected to result in compliance with all terms and conditions a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, transactions contemplated by this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Agreement.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries have not been since the Applicable Date have not beenDate, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “Order”"Laws"), except for such violations that would notthat, individually or in the aggregate, are not reasonably be likely expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement. No investigation Except with respect to regulatory matters covered by Section 6.5, to the Company's Knowledge, no investigation, audit or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, or threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews reviews, the outcome of which would is not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect or, subject to the qualifications set forth in clauses (G), (L) and (M) of the definition of "Company Material Adverse Effect", reasonably be expected to prevent, materially delay or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement. Except The Company and each of its Subsidiaries has obtained and is in compliance with all licenses, permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity necessary to conduct its business as would notpresently conducted, except those the absence of which, individually or in the aggregate, are not reasonably be likely expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted the other transactions contemplated by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Agreement.

Compliance with Laws; Licenses. (i) The businesses of each business and operations of the Company and its Insurance Subsidiaries since the Applicable Date have not been, been and are not being, being conducted in violation of any compliance with all applicable federal, statestate or local laws, localstatutes, foreign or transnational lawordinances, statute or ordinanceregulations and rules regulating the business and products of insurance and reinsurance and all applicable orders, common lawbulletins, or any rule or interpretations, opinions, circular letters and directives of Governmental Entities relating to the regulation of insurance and market conduct recommendations resulting from market conduct examinations by insurance regulatory authorities (collectively, “"Insurance Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”"), except for where the failure to so conduct such violations that would business and operations is not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Notwithstanding the generality of the foregoing, each Company Insurance Subsidiary, and to the knowledge of the Company, each Agent (as defined in Section 5.1(r)(i)), has marketed, sold and issued insurance products in compliance in all material respects with all Insurance Laws applicable to the business of such Subsidiary and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance in all material respects with all applicable prohibitions against "redlining" or withdrawal of business, with such exceptions that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. No investigation or review In addition, (i) there is no pending or, to the knowledge of the Company, threatened charge by any Governmental Entity with respect to insurance regulatory authority that the Company or any of its the Company's Subsidiaries is has violated, nor any pending or, to the Knowledge knowledge of the Company, threatenedthreatened investigation, nor has inquiry, examination, enforcement action or other such activity by any Governmental Entity indicated an intention insurance regulatory authority with respect to conduct the samepossible violations of, except for any applicable Laws where such investigations or reviews the outcome of which would notviolations are, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement; and (ii) none of the Company's Subsidiaries is subject to any agreement, order or decree of any insurance regulatory authority relating specifically to such Subsidiary (as would notopposed to insurance companies generally), including without limitation relating to the ability to pay dividends or relating to interaffiliate agreements or payments which are, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted to consummate the transactions contemplated by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Agreement.

Compliance with Laws; Licenses. (ia) The businesses of each of Heinz and the Company and its Heinz Subsidiaries since the Applicable Date have not been, and are not being, been conducted in violation of any applicable compliance with all federal, state, locallocal or foreign laws, foreign or transnational lawstatutes, statute or ordinanceordinances, common lawrules, or any rule or regulation regulations, judgments, orders, Injunctions, arbitration awards, agency requirements, licenses and permits of all Governmental Entities (each, a “Law” and collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that where the failure to so comply would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse EffectEffect on Heinz. No investigation or review by any Governmental Entity with respect to the Company Heinz or any of its the Heinz Subsidiaries is pending or, to the Knowledge of the CompanyHeinz’s knowledge, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for any such investigations or reviews the outcome of which that would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse EffectEffect on Heinz. Except Each of Heinz and the Heinz Subsidiaries has all governmental permits, authorizations, registrations, waivers, licenses, franchises, variances, exemptions and orders issued or granted by a Governmental Entity and all other authorizations, consents, certificates of public convenience and/or necessity and approvals issued or granted by a Governmental Entity (collectively, “Licenses” and the terms “Heinz Licenses” and “Kraft Licenses” will mean Licenses of Heinz or any of the Heinz Subsidiaries or Kraft or any of the Kraft Subsidiaries, respectively) necessary to conduct its business as presently conducted, except as would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Effect on Heinz.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not beenbeen since January 1, 2010, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notthat, individually or in the aggregate, are not reasonably be likely to be have a material adverse effect on the business of the Company Material Adverse Effectand its Subsidiaries taken as a whole. No Except with respect to regulatory matters covered by Section 4.5, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews those the outcome of which are not, individually or in the aggregate, reasonably likely to be have a material adverse effect on the business of the Company and its Subsidiaries taken as a whole. The Company and its Subsidiaries each has obtained and is in compliance with all permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which would not, individually or in the aggregate, be reasonably be likely to be have a Company Material Adverse Effect. Except as would not, individually or in material adverse effect on the aggregate, reasonably be likely to have a Company Material Adverse Effect, business of the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by taken as a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)whole.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “Order”"LAWS"), except for such violations that would notthat, individually or in the aggregate, are not reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. No To the knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, or threatened, nor has any Governmental Entity indicated to the Company an intention to conduct the same. To the knowledge of the Company, except for such investigations or reviews the outcome of which would not, individually or no material change is required in the aggregateCompany's or any of its Subsidiaries' processes, reasonably be likely to have a properties or procedures in connection with any such Laws, and the Company Material Adverse Effecthas not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, Each of the Company and its Subsidiaries possess has obtained and the businesses of each permitof the Company and its Subsidiaries have not been, licenseand are not being, certificationconducted in violation of or inconsistent with all permits, approvallicenses, registrationcertifications, consentapprovals, authorizationregistrations, franchiseconsents, concessionauthorizations, varianceenrollments, exemption accreditations, franchises, variances, waivers, exemptions and order orders issued or granted by a Governmental Entity (collectively, “Licenses”"LICENSES") necessary to conduct their respective businessesits business as presently conducted, since except for any violations or inconsistencies that, individually or in the Applicable Date aggregate, are not reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. To the knowledge of the Company, there exists no grounds for revocation, suspension or limitation of any material License (including, but not limited to, as a result of the Merger) and no notices have been in compliance received by the Company, its officers or managing employees with all terms and conditions of such Licenses, no such Licenses are subject respect to any actual threatened, pending or possible termination, revocation, withdrawal, suspension, cancellation, termination suspension or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach limitation of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m).

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would notthat, individually or in the aggregate, would not reasonably be likely expected to have a Company Material Adverse EffectEffect or, as of the date hereof, prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. No To the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, or threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews those the outcome of which would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse EffectEffect or, as of the date hereof, prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Except To the Knowledge of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as currently conducted, except those the failure to comply with or absence of which would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse EffectEffect or, as of the Company and its Subsidiaries possess each permitdate hereof, licenseprevent, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued materially delay or granted materially impair the consummation of the transactions contemplated by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Agreement.

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local, local or foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectivelyrule, “Laws”) or any orderregulation, standard, judgment, injunction, rulingorder, writ, award injunction, decree, arbitration award, agency requirement, license or decree permit of any Governmental Entity (collectively, “OrderLaws”), except for such violations that would are not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge knowledge of an executive officer or the general counsel of the Company, threatened, nor has any Governmental Entity indicated in writing an intention to conduct the same, except for such investigations or reviews the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. To the knowledge of an executive officer or the general counsel of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any written notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Each of the Company and its Subsidiaries has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except those the absence or noncompliance of which would not, individually or in the aggregate, reasonably be likely expected to have result in a Company Material Adverse Effect. Except as would notEffect or prevent, individually materially delay or in materially impair the aggregate, reasonably be likely to have a Company Material Adverse Effect, consummation of the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted transactions contemplated by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m)Agreement.